Post Holdings, Inc. (Form: 8-K, Received: 08/03/2017 17:08:02)

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): July 31, 2017

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



Missouri	1-35305	45-3355106
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

In a press release dated August 3, 2017, a copy of which is attached hereto as Exhibit 99.1, and the text of which is incorporated by reference herein, Post Holdings, Inc. (“Post” or the “Company”) announced results for its third fiscal quarter ended June 30, 2017.

The information contained in Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

In the press release, the Company makes reference to certain non-GAAP financial measures to supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), including total segment profit, Adjusted net earnings (loss), Adjusted diluted earnings (loss) per common share, Adjusted EBITDA and segment Adjusted EBITDA. Management uses certain of these non-GAAP measures, including Adjusted EBITDA and segment Adjusted EBITDA, as key metrics in the evaluation of underlying Company and segment performance, in making financial, operating and planning decisions, and, in part, in the determination of cash bonuses for its executive officers and employees. Management believes the use of these non-GAAP measures provides increased transparency and assists investors in understanding the underlying operating performance of the Company and its segments and in the analysis of ongoing operating trends. These non-GAAP measures are not prepared in accordance with GAAP, as they exclude certain items described below. These non-GAAP measures may not be comparable to similarly titled measures of other companies. Any non-GAAP measures should not be considered as a substitute for, and should only be read in conjunction with, measures of financial performance prepared in accordance with GAAP. For additional information, see the non-GAAP reconciliation tables furnished with this Form 8-K in Exhibit 99.1.

Total segment profit

Total segment profit represents the aggregation of the segment profit for each of the Company’s reportable segments. The Company believes total segment profit is useful to investors in evaluating the Company’s operating performance because it facilitates period-to-period comparison of results of segment operations.

Adjusted net earnings (loss) and Adjusted diluted earnings (loss) per common share

The Company believes Adjusted net earnings (loss) and Adjusted diluted earnings (loss) per common share are useful to investors in evaluating the Company’s operating performance because they exclude items that affect the comparability of the Company’s financial results and could potentially distort an understanding of the trends in business performance.

Adjusted net earnings (loss) and Adjusted diluted earnings (loss) per common share are adjusted for the following items:

Non-cash mark-to-market adjustments and cash settlements on interest rate and cross-currency swaps : The Company has excluded the impact of non-cash mark-to-market adjustments and cash settlements on interest rate and cross-currency swaps due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to estimates of fair value and economic conditions and the amount and frequency of such adjustments and settlements are not consistent.

Premium on debt extinguishment : The Company has excluded payments for premiums on debt extinguishment as such payments are inconsistent in amount and frequency. Additionally, the Company believes that these costs do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of the Company’s current operating performance or comparisons of the Company’s operating performance to other periods.

Provision for legal settlement : The Company has excluded gains and losses recorded to recognize the anticipated or actual resolution of certain litigation as the Company believes such gains and losses do not reflect expected ongoing future operating income and expenses and do not contribute to a meaningful evaluation of the Company’s current operating performance or comparisons of the Company’s operating performance to other periods.

Net foreign currency gains for purchase price of acquisition: The Company has excluded net foreign currency gains for the purchase price of acquisitions as the Company believes such gains do not reflect expected ongoing future operating income and do not contribute to a meaningful evaluation of the Company’s current operating performance or comparisons of the Company’s operating performance to other periods.

estimating the long-term performance of acquired assets as part of the Company or the performance of the divested assets, and are not factored into management’s evaluation of potential acquisitions or its performance after completion of an acquisition or the evaluation to divest an asset. In addition, the frequency and amount of such charges varies significantly based on the size and timing of the acquisitions and divestitures and the maturity of the businesses being acquired or divested. Also, the size, complexity and/or volume of past acquisitions and divestitures, which often drive the magnitude of such expenses, may not be indicative of the size, complexity and/or volume of future acquisitions or divestitures. By excluding these expenses, management is better able to evaluate the Company’s ability to utilize its existing assets and estimate the long-term value that acquired assets will generate for the Company. Furthermore, the Company believes that the adjustments of these items more closely correlate with the sustainability of the Company’s operating performance.

Restructuring and plant closure costs, including accelerated depreciation : The Company has excluded certain costs associated with facility closures as the amount and frequency of such adjustments are not consistent. Additionally, the Company believes that these costs do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of the Company’s current operating performance or comparisons of the Company’s operating performance to other periods.

Assets held for sale : The Company has excluded adjustments recorded to adjust the carrying value of facilities and other assets classified as held for sale as such adjustments represent non-cash items and the amount and frequency of such adjustments are not consistent. Additionally, the Company believes that these adjustments do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of the Company’s current operating performance or comparisons of the Company’s operating performance to other periods.


h.	Inventory valuation adjustments on acquired businesses : The Company has excluded the impact of fair value step-up adjustments to inventory in connection with business combinations as such adjustments represent non-cash items, are not consistent in amount and frequency and are significantly impacted by the timing and size of the Company’s acquisitions.

Mark-to-market adjustments on commodity hedges : The Company has excluded the impact of mark-to-market adjustments on commodity hedges due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to fair value estimates. Additionally, these adjustments are primarily non-cash items and the amount and frequency of such adjustments are not consistent.

Gain on sale of business : The Company has excluded gains recorded on divestitures as the amount and frequency of such gains are not consistent. Additionally, the Company believes that these gains do not reflect expected ongoing future operating income and do not contribute to a meaningful evaluation of the Company’s current operating performance or comparisons of the Company’s operating performance to other periods.


k.	Foreign currency gains and losses on intercompany loans : The Company has excluded the impact of foreign currency fluctuations related to intercompany loans denominated in currencies other than the functional currency of the respective legal entity in evaluating Company performance to allow for more meaningful comparisons of performance to other periods.


l.	Income tax : The Company has included the income tax impact of the non-GAAP adjustments using the statutory income tax rate, as noted in the footnote of the reconciliation tables, as the Company believes that the Company’s GAAP effective income tax rate as reported is not representative of the income tax expense impact of the adjustments.


m.	Preferred stock : The Company has included dividend and weighted-average diluted share adjustments related to its convertible preferred stock using the “if-converted” method when the convertible preferred stock is dilutive on an adjusted basis.

Adjusted EBITDA and segment Adjusted EBITDA

The Company believes that Adjusted EBITDA is useful to investors in evaluating the Company’s operating performance and liquidity because (i) the Company believes it is widely used to measure a company’s operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, (ii) it presents a measure of corporate performance exclusive of the Company’s capital structure and the method by which the assets were acquired, and (iii) it is a financial indicator of a company’s ability to service its debt, as the Company is required to comply with certain covenants and limitations that are based on variations of EBITDA in the Company’s financing documents. The Company believes that segment Adjusted EBITDA is useful to investors in evaluating the Company’s operating performance because it allows for assessment of the operating performance of each reportable segment. Management uses Adjusted EBITDA to provide forward-looking guidance and uses Adjusted EBITDA and segment Adjusted EBITDA to forecast future results.

Adjusted EBITDA and segment Adjusted EBITDA reflect adjustments for interest expense, net, income tax (benefit) expense, depreciation and amortization, as well as the adjustments discussed above reflected in Adjusted net earnings (loss) and Adjusted diluted earnings (loss) per common share, but do not adjust for the premium on debt extinguishment, income tax and preferred stock adjustments as discussed above, and adjust for the following items:

Loss on extinguishment of debt : The Company has excluded losses recorded on extinguishment of debt as such losses are inconsistent in amount and frequency. Additionally, the Company believes that these costs do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of the Company’s current operating performance or comparisons of the Company’s operating performance to other periods.

Non-cash stock-based compensation : The Company’s compensation strategy includes the use of stock-based compensation to attract and retain executives and employees by aligning their long-term compensation interests with shareholders’ investment interests. The Company has excluded non-cash stock-based compensation as non-cash stock-based compensation can vary significantly based on reasons such as the timing, size and nature of the awards granted and subjective assumptions which are unrelated to operational decisions and performance in any particular period and do not contribute to meaningful comparisons of the Company’s operating performance to other periods.


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


(d)	Newly Elected Director

On August 1, 2017, the Board of Directors of the Company (the “Board”) appointed Ellen F. Harshman to serve as a Class I director and a member of the Audit Committee of the Board, effective October 1, 2017. With the addition of Ms. Harshman, the Board of Directors will consist of nine members. Ms. Harshman’s initial term will expire at the Company’s Annual Meeting of Shareholders in 2019. The Board has determined that Ms. Harshman is independent under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.

Ms. Harshman was nominated by the Corporate Governance and Compensation Committee of the Board (the “Committee”) after a thorough review of Ms. Harshman’s qualifications. Ms. Harshman will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation program described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on December 8, 2016.

A copy of the press release announcing Ms. Harshman’s appointment to the Board of Directors is attached hereto as Exhibit 99.2 and incorporated by reference herein.

(e) Material Compensatory Plan, Contract or Arrangement

On July 31, 2017, the Committee approved the amendment and restatement of the (i) Post Holdings, Inc. Executive Severance Plan (the “Executive Severance Plan”); (ii) Post Holdings, Inc. Executive Savings Investment Plan (the “Executive Savings Investment Plan”); and (iii) Post Holdings, Inc. Deferred Compensation Plan for Key Employees (the “Deferred Compensation Plan”), all effective as of August 1, 2017.

Executive Severance Plan

The Executive Severance Plan provides for the following severance benefits to the Company’s senior executive officers in the event of an involuntary termination by the Company without “cause” or a termination of employment by the executive for “good reason” (as such terms are defined in the Executive Severance Plan) if such termination occurs outside of the context of a change in control of the Company:


•	a lump sum payment of two times the executive’s annual base salary at the time of the qualifying termination, plus an amount equal to two times his or her then current target annual bonus amount, plus $20,000;


•	a prorated portion of the applicable annual bonus program target award based on the number of full weeks worked during the fiscal year as of the effective date of termination, provided that the performance goals are achieved;


•	Company contributions toward the cost of COBRA healthcare continuation coverage for up to twelve weeks;


•	outplacement services for a period to be determined by the Company, but not exceeding two years; and


•	vesting of certain equity awards with a time-based vesting schedule on other than a ratable basis.

The Executive Severance Plan also provides that certain executives who do not have Management Continuity Agreements (“MCAs”), which MCAs provide for severance benefits in connection with certain terminations of employment in the context of a change in control, are eligible for severance benefits in the context of a change in control under the Executive Severance Plan. These benefits are generally comprised of:


•	a lump sum severance payment (equal to two or three years of base pay and bonus);


•	a lump sum payout equal to the present actuarial value of continued participation in certain welfare benefit plans or equivalent benefits;


•	outplacement assistance; and


•	reimbursement for certain litigation expenses.

Additionally, the Executive Severance Plan provides that certain business unit executives are eligible for severance benefits in connection with involuntary terminations of employment in conjunction with a sale of such executive’s business unit or employing subsidiary (“Business Change”). These benefits are the same benefits that are described immediately above with respect to a change in control of the Company, as if the Business Change were a change in control of the Company.

The foregoing description of the Executive Severance Plan is qualified in its entirety by reference to the full text of the Executive Severance Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Executive Savings Investment Plan

Participation in the Executive Savings Investment Plan, which is an unfunded, non-qualified deferred compensation plan, is limited to a select group of management or highly compensated employees. The Executive Savings Investment Plan permits eligible employees affected by the IRS qualified plan limits to defer a portion of their salaries to be paid at a future date and provides that the Company may make discretionary contributions to participants’ accounts. The discretionary employer contributions vest at 25% for each year of service. Starting with deferral elections made on or after August 1, 2017, and for any discretionary employer contributions made on or after January 1, 2018:


•	eligible employees also may defer between 1-75% (rather than the 44% previously permitted) of their base salary;


•	participants may select specified dates in the future (month and year) upon which their Executive Savings Investment Plan deferrals will be distributed, in addition to selecting distribution at separation from service;


•	each year, participants may select up to two different distribution events for that year’s Executive Savings Investment Plan deferrals which will be accounted for in different subaccounts, and may select different methods of distribution (lump sum or installment payments) and make different notional investment selections for each subaccount;


•	discretionary employer contributions will be allocated to a subaccount (notionally invested at the determination of the participant), which to the extent vested will be paid out in a lump sum upon separation from service; and


•	amounts credited to a participant’s subaccount(s) are paid out in the event of a change in control of the Company, notwithstanding a participant’s election to receive distributions at separation from service or a specified future date.

The foregoing description of the Executive Savings Investment Plan is qualified in its entirety by reference to the full text of the Executive Savings Investment Plan, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Deferred Compensation Plan

Participation in the Deferred Compensation Plan, which is an unfunded, non-qualified deferred compensation plan, is limited to a select group of management or highly compensated employees. The Deferred Compensation Plan permits eligible employees to defer all or a portion of their bonuses to be paid at a future date and provides that the Company may, at its option, make matching contributions on such deferrals that vest five years after such contribution is made, generally subject to acceleration in the event of disability or separation from service by reason of death or involuntary termination without cause, and under certain circumstances, subject to acceleration in the event of retirement or a change in control of the Company. Starting with deferral elections made on or after August 1, 2017:


•	each year, participants may select up to two different distribution events for that year’s deferrals which will be accounted for in different subaccounts, and may select different methods of distribution (lump sum or installment payments) and make different notional investment selections for each subaccount; and

•

a participant’s elections as between the Executive Savings Investment Plan and the Deferred Compensation Plan no longer need mirror each other, such that for any given year’s deferrals, a participant could have two subaccounts in the Executive Savings Investment Plan and two subaccounts in the Deferred Compensation Plan, and each subaccount may have different distribution events, methods of distribution and notional investment selections.

The foregoing description of the Deferred Compensation Plan is qualified in its entirety by reference to the full text of the Deferred Compensation Plan, which is filed as Exhibit 10.3 hereto 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: August 3, 2017	Post Holdings, Inc.
	(Registrant)

	By:	/s/ Jeff A. Zadoks
		Name: Jeff A. Zadoks
		Title: SVP & Chief Financial Officer

EXHIBIT INDEX



Exhibit Number		Description

10.1		Post Holdings, Inc. Executive Severance Plan, as Amended and Restated, effective as of August 1, 2017
10.2		Post Holdings, Inc. Amended and Restated Executive Savings Investment Plan, effective as of August 1, 2017
10.3		Post Holdings, Inc. Amended and Restated Deferred Compensation Plan for Key Employees, effective as of August 1, 2017
99.1		Third Quarter Earnings Press Release dated August 3, 2017
99.2		Press Release dated August 1, 2017

Exhibit 10.1

POST HOLDINGS, INC.

EXECUTIVE SEVERANCE PLAN
As Amended and Restated Effective August 1, 2017

ARTICLE I - ELIGIBILITY REQUIREMENTS

Overview . This Plan Document, as amended and restated herein effective August 1, 2017, sets forth the Post Holdings, Inc. Executive Severance Plan, as amended and restated (the “Plan”) which provides severance pay and related benefits to certain eligible employees employed by Post Holdings, Inc. or its subsidiaries and affiliates (the “Company” or “Employer”). The Plan is hereby amended and restated in its entirety, and this document shall supersede and replace the Plan as it existed prior to the date hereof in its entirety.


B.	General Eligibility . In addition to the applicable requirements set forth in Article II, to be eligible for the benefits provided under this Plan:

The Corporate Governance and Compensation Committee of the Board of Directors of Post Holdings, Inc. (“Committee”), in its sole and absolute discretion, must designate you by resolution as an Employee eligible for this Plan (collectively the “Employees”). Employees who have been so designated are listed on Schedule A, as amended from time to time. Any references to “you” and “your” herein shall refer to Employees. Once you are so designated as an Employee under this Plan, such designation shall not be changed or terminated solely on account of a change in your title or other change in management;

You must return Company property that is in your possession, custody or control within ten (10) days of the date of your Termination of Employment. This “property” includes, but is not limited to, all materials, documents, plans, records or papers or any copies of such documents which in any way relate to the Company’s affairs. This property further includes all tools, vehicles, credit cards, laptop computers, personal digital devices/cell phones, guideline manuals, money owed due to Company-sponsored credit cards, and any money due to the Company;

You must have executed a Severance and Release Agreement in the form required by Post Holdings, Inc. that includes, among other things, a full and general release of claims in favor of the Employer and its affiliates, a confidentiality provision and a cooperation provision, and which may include, at the sole discretion of Post Holdings, Inc., a non-competition and non-solicitation provision, and you must not revoke this agreement; and


4.	You must cooperate in the efficient and orderly transfer of your duties and responsibilities to other employees, including transitioning records in your possession under any applicable Company Records Management Policy.

If you do not meet all of the foregoing eligibility criteria, plus any applicable requirements set forth in the Plan, you will not be entitled to Severance Benefits under this Plan.

If the Plan Administrator determines that you are engaging in any conduct that violates the terms of this Plan or any agreement with the Employer, the Plan Administrator may, in its discretion, terminate any Severance Benefits provided under Article II.A. that you are eligible to receive under the Plan and may initiate proceedings to recover any benefits or payments you have received.

The Plan Administrator reserves the right to withhold any money from your Severance Payment (as defined in Article II.A.2(a) and (b)) or Pro Rata Bonus Payment (as defined in Article II.A.2(a) and (c)) that you owe your Employer, but only to the extent any such deduction would not result in adverse tax consequences under Section 409A of the Code.

Examples of Circumstances in which no Severance Pay and Benefits will be payable under this Plan

You will not be eligible for participation in this Plan, if, among other reasons, you:


•	leave the employment of the Employer voluntarily, including your retirement, except to the extent specifically provided for in Article II.A.1(b) or Article II.B and the definition of “Qualifying Termination” and “CIC Involuntary Termination”;


•	terminate employment due to accident, illness, short or long-term disability or death;


•	receive an intercompany transfer to a position with Post Holdings, Inc. or one of its subsidiaries or affiliates (though such transfer may give rise to Good Reason with respect to the benefits described in Article II.A or to a CIC Involuntary Termination with respect to the benefits described in Article II.B);


•	are temporarily laid off or receive a military leave of absence;


•	refuse to accept an offer from the Employer for a position of comparable responsibilities or salary with the Employer at the time of your Termination of Employment and such position is within 50 miles from your current work location, except to the extent provided for in Article II of the Plan and constituting a Good Reason termination or CIC Involuntary Termination, as applicable; or


•	terminate employment or are terminated in connection with a Business Change (as determined by the Plan Administrator), except to the extent provided for in Article II.B.3 of the Plan and constituting a Qualifying Termination after such Business Change, but only with respect to those Employees listed on Schedule C as amended from time to time.

ARTICLE II - SEVERANCE BENEFITS PROVIDED UNDER THE PLAN

If you meet the eligibility requirements and become a participant in the Plan, you will be entitled to receive the following Severance Benefits:


A.	Severance for Termination Before a Change in Control .


1.	Eligibility . You must meet the following eligibility criteria, and all other applicable eligibility and other requirements under the Plan, in order to be eligible for any payment or benefits under Article II.A.1, 2, 3, 4, or 5 hereunder.


(a)	You otherwise must not be covered by a written employment agreement (unless such agreement specifically provides for severance benefits to be paid under this Plan);

(b)

The Plan Administrator must determine in writing, and in its sole discretion, that the termination of your employment with the Employer was an involuntary termination of employment by the Company without Cause or a termination of employment by you on account of Good Reason, and otherwise under circumstances that qualify for eligibility for benefits under this Plan. The fact that you are receiving this document does not necessarily mean that you are eligible to receive a benefit; you must also have received a notification letter provided for herein;

(c)

Your employment must not be terminated for Cause, inadequate or unsatisfactory performance, misconduct (including mismanagement of a position of employment by action or inaction, neglect that jeopardizes the life or property of another, intentional wrongdoing or malfeasance, intentional violation of a law, or violation of a policy or rule adopted to ensure the orderly work and the safety of employees);


(d)	You must receive a notification letter or memorandum from the Plan Administrator or its designee, at the time of your Termination of Employment, stating that you are eligible to receive a benefit under this Plan;

(e)

You must be actively employed with the Employer on the designated date of Termination of Employment. If you are notified in advance of the designated date of your Termination of Employment, you must not voluntarily terminate your employment prior to the designated date of Termination of Employment. For example, assume your Employer notifies you on September 1 that your employment will be terminated November 1. If you choose to quit your position with the Employer at any time prior to November 1, you are not eligible for benefits under this Plan; and


(f)	You must not have received, or be eligible for, severance benefits under any other plan, program, policy, arrangement or agreement, any payment or other benefit from the Company of equal or greater value than the Severance Benefits provided under this Article II.A that is expressly intended to provide benefits in lieu of severance pay (excluding cash and equity-based bonus awards or programs);

Notwithstanding any provisions in this Plan, all pay and benefits under this Article II.A will cease upon your date of rehire with the Employer.


2.	Cash Payments .


(a)	Subject to the complete terms of this Article II.A and all other terms of this Plan, if you become eligible to receive Severance Benefits pursuant to this Article II.A, and your Termination Date otherwise occurs before a Change in Control or a Business Change, you will receive cash payments equal to:



Severance Payment (as further described in Article II.A.2(b))	Two times your then current annual Base Pay, plus an amount equal to two times your then current target annual bonus amount, plus twenty thousand dollars ($20,000.00).
Pro Rata Bonus Payment (as further described in Article II.A.2(c))	Prorated portion of applicable annual bonus program target award based on number of full weeks worked during the fiscal year as of your Termination Date, provided performance goals are achieved.

The Severance Payment and Pro Rata Bonus Payment as set forth above shall each be paid in lump sum payments at the times designated in Article II.A.2(b) or (c), as applicable.


(b)	Severance Payment — Additional Terms . The terms of this Article II.A.2(b) apply to the Severance Payment outlined in the table above and do not provide for an additional benefit.

All Severance Payments will be subject to deductions for Federal, state and local taxes and all other legally required or otherwise authorized deductions. The Company makes no guarantees or warranties regarding the tax consequences of any payment. The Severance Payment will be in addition to any regular salary earned through your last date of employment and in addition to pay for any earned, but unused vacation which has not been taken, as determined in accordance with normal Employer policies.


2)	Severance Payments are not considered “benefit earnings” for purposes of any Company benefit plan, except to the extent required under the terms of any such plan or applicable law.

All Severance Payments under this section and any amount otherwise due to you from the Employer under this Plan must be paid to you following: (1) your Termination Date; and (2) the expiration of fifteen days after the execution and return of the Severance and Release Agreement (as applicable) without you having revoked the Agreement. Any Severance Payment shall be made by March 15 following the calendar year in which the Termination Date occurred.


4)	You will not be penalized in any way for using the full, allotted period to review the Severance and Release Agreement. Thus, once your Severance and Release Agreement becomes irrevocable, any benefits you would have been entitled to receive as part of this Plan will be reinstated retroactively to the Termination Date.


5)	In the event you become reemployed by the Company during the two-year period that follows your Termination Date, you will be required to repay a prorated portion of the Severance Payment to the Company in a time and manner designated by the Company.


(c)	Pro Rata Bonus Payment — Additional Terms . The terms of this Article II.A.2(c) apply to the Pro Rata Bonus Payment outlined in the table above and do not provide for an additional benefit.

If you are a participant in an annual bonus program of the Company, you will be eligible to receive a lump sum payment of any such applicable bonus program target award on a pro rata basis using as a numerator, the number of full weeks worked during the fiscal year as of your Termination Date and a denominator of 52, less statutory deductions, provided that any performance goals with respect to such bonus are achieved at target levels or above. The Pro Rata Bonus Payment award will be subject to the terms and conditions of the bonus program documents including any relevant performance criteria. Performance shall be assessed at the end of the bonus year by the Company.

Any Pro Rata Bonus Payment award will be payable at the same time that bonuses are paid to other employees under such program, but in no event later than March 15 following the end of the fiscal year to which the bonus relates, and shall be considered benefit earnings for purposes of the Company’s benefit plans only to the extent consistent with the terms of such benefit plans and applicable law.


3.	Benefit Subsidy Payment .

(a)

Upon Employee’s Termination Date, eligible Employees and any eligible covered dependents at the time of the Termination Date shall, upon proper application, be eligible for COBRA healthcare continuation coverage under the Company’s health, dental, vision and health flexible spending group health plans, to the extent provided under such plans and applicable law. To the extent Employee properly elects and becomes entitled to COBRA continuation coverage with respect to the Company’s health, dental and vision group health plans, Employee shall be responsible for a portion of the cost of COBRA continuation coverage based on the current cost sharing percentage for active employees under the plans and the Company shall pay the remaining portion for a period of 12 weeks (“Benefit Subsidy Period”) or until such time that Employee retains group health coverage under a subsequent employer plan, whichever is earlier, subject to certain other limits required by law. Following the end of the Benefit Subsidy Period, Employee shall be responsible for all costs associated with COBRA continuation coverage as provided for by the Company’s benefit plans and procedures. If the Employee and/or his or her covered dependents are not covered by medical, dental and/or vision benefits at the time of termination, the Benefit Subsidy as it relates to a specific benefit plan does not apply.


(b)	The Benefit Subsidy Period may not exceed 12 weeks. The Company will increase or decrease the Employee’s portion of the plans’ cost during the Benefit Subsidy Period at the same time and on the same terms that such changes apply to then-current employees, and the Company need not continue to provide a benefit to an Employee if it has terminated that benefit with respect to active employees.


(c)	With the exception of the benefits described in this Plan, all other Employer-provided benefits will cease on the date the Employee’s employment with the Employer terminates.

(d)

Employee must notify the Plan Administrator in writing within seven days if Employee obtains other group health coverage under a subsequent employer plan during the Benefit Subsidy Period. If Employee fails to timely notify the Plan Administrator, the Company reserves the right to recover the Company-paid portion of the cost of coverage for periods beginning on the date Employee obtains the other group health insurance.


4.	Outplacement Services .


(a)	If you are eligible hereunder for the Severance Payment under Article II.A.2(a) and (b) above, the Employer will provide outplacement services to you, the terms and length of which shall be determined in the sole discretion of the Employer.


(b)	Outplacement services may not be provided for a period in excess of two years from the Termination Date.


5.	Committee to Vest Certain Equity Awards .

(a)

This Article II.A.5 applies if you are eligible hereunder for the Severance Payment under Article II.A.2(a) and (b) above and you have been granted an award of restricted stock units, stock appreciation rights, and/or options under the Post Holdings, Inc. 2012 Long-Term Incentive Plan and/or the Post Holdings, Inc. 2016 Long-Term Incentive Plan (collectively, the “Equity Plans”), wherein the vesting schedule for any such outstanding award is based upon the passage of time on other than a ratable basis, or is ratable in whole or part but where such vesting schedule does not provide for any vesting of such award on or before the first anniversary of the date of grant of the equity award.

(b)

If at any point while you have an equity award described in Article II.A.5(a) that is not fully vested, you become eligible pursuant to Article II.A.1 of this Plan, the Committee agrees to ratably vest such equity award upon your separation from service, as though the award had a vesting schedule that provided for vesting in equal annual installments on each of the first, second and third anniversaries of the date of grant of such equity award), but only to the extent that such anniversaries have occurred through the date of termination of employment. This Article II.A.5(b) shall not apply to the extent that, by its terms, the award is already vested at a greater percentage, or would vest at a greater percentage upon your separation from service. In no event shall any such vesting exceed one hundred percent vesting by application of this provision. For the sake of clarity, the vesting date under application of this Article II.A.5(b) shall be the date of separation from service. Application of this Article II.A.5(b) is illustrated in the following examples:


1)	By way of example only, you have an equity award that by its terms has a five-year cliff vesting schedule (wherein the award would vest fully only after five years have passed), and you become eligible for benefits under this Plan after two full years since the date of grant have passed. Two-thirds (2/3) of the award shall be vested.

By way of example only, under its terms, your equity award does not begin to vest until five years after the date of grant have passed, at which time the award vests 20% on each of the sixth through tenth anniversaries of the date of grant. You become eligible for benefits under this Plan after three full years since the date of grant have passed. One hundred percent (100%) of the award shall be vested.

(c)

To the extent that any portion of a stock option or stock appreciation right award becomes vested in accordance with the foregoing, such portion of such award shall become exercisable at the time of such vesting and remain exercisable for such period as provided in the event of an involuntary termination of employment under the applicable award agreement (or if no such period is specified in the event of an involuntary termination of employment under the applicable award agreement or Equity Plan, such vested portion of such an award shall remain exercisable for six months following such separation from service, or until the expiration of the term of the award if sooner). Any portion of such stock option or stock appreciation right award that remains unvested and/or unexercised after application of the foregoing provisions shall be forfeited without further consideration or payment therefor and may not be exercised.

(d)

To the extent that any portion of a restricted stock unit award becomes vested in accordance with the foregoing, such award shall be settled in the medium and manner set forth in the award on the date of such separation from service or within sixty days thereafter (or, to the extent required under Section 409A of the Code, at such other time as may be provided under the terms of the award). Any portion of such restricted stock unit award that remains unvested after application of the foregoing provisions shall be forfeited without further consideration or payment therefor.


(e)	If the Company determines, in its sole discretion, that application of Article II.A.5 would cause adverse tax consequences to the Company under Section 409A or 162(m) of the Code, as it may be amended from time to time, application of Article II.A.5 shall occur only at the Committee’s discretion.


B.	Termination in the Context of a Change in Control for Certain Eligible Employees .

Eligibility and CIC Severance Amount . In the event that (a) you meet the eligibility requirements set forth in Article I and are not covered by a written employment agreement that provides for severance benefits in conjunction with a change in control of the Company (unless such agreement specifically provides for benefits to be paid under this Plan), (b) your name is listed on Schedule B at the time of a Change in Control, and (c) you remain in the employ of the Company until a Change in Control has occurred, then upon your Qualifying Termination within two years after that Change in Control, you will be entitled to the following severance payments and benefits (“CIC Severance Amount”), as applicable:


(a)	Payment of a cash lump sum, within 60 days after your Qualifying Termination, equal to the present value as of the date of the Qualifying Termination of an income stream equal to your Base Compensation payable each month throughout the Payment Period. For purposes hereof, present value shall be calculated by application of the Discount Rate;

(b)

Payment of a cash lump sum, within 60 days after your Qualifying Termination, equal to the actuarial value of your continued participation in each life, health, accident and disability plan in which you were entitled to participate immediately prior to the Change in Control, during the Payment Period, upon the same terms and conditions, including those with respect to spouses and dependents, applicable at such time;

(c)

Payment, on a current and ongoing basis, of any actual costs and expenses of litigation incurred by you during your lifetime, including costs of investigation and reasonable attorneys’ fees, in the event you are a party to any legal action to enforce or recover damages for breach of this Plan, or to recover or recoup from you or your legal representative or beneficiary any amount paid under or pursuant to this Article II.B of the Plan, regardless of the outcome of such litigation, plus interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code; and

(d)

Payment, on a current and ongoing basis (up to $20,000 in the aggregate) of costs or expenses incurred relating to or in the nature of outplacement assistance; provided that, such costs or expenses shall be limited to those incurred on or before the last day of the second taxable year following the year in which such Qualifying Termination occurred, and, to the extent paid as a reimbursement to you, payment of such costs and expenses shall be made no later than the third taxable year following the year in which such Qualifying Termination occurred. Such outplacement assistance includes, but is not limited to, office rental, travel for job interviews, and secretarial services.

Notwithstanding anything herein to the contrary, to the extent necessary to avoid the adverse tax consequences under Section 409A of the Code, the amount of expenses eligible for reimbursement, or in-kind benefits provided hereunder during a year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other year; the reimbursement of an eligible expense shall be made on or before the last day of the year following the year in which the expense was incurred; and the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

In the event your employment is involuntarily terminated (other than as a result of a termination for Just Cause) and you object to such termination orally or in writing and such termination occurs within 270 days prior to a Change in Control, you shall be treated as meeting the requirements for the CIC Severance Amount. Payment for this purpose shall be made or begin, as applicable, on the date of the Change in Control (or thereafter as specified) as though the date of the Change in Control were the date of a Qualifying Termination for purposes of determining the time of payment hereunder.

You may file with the Secretary or any Assistant Secretary of Post Holdings, Inc. a written designation of a beneficiary or contingent beneficiaries to receive the payments described in subparagraph (a) above in the event of your death following your Qualifying Termination but prior to payment by the Company. You may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary pursuant to this Article II.B. shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Company shall be in doubt as to the right of any such beneficiary to receive such payments, it may determine to pay such amounts to your legal representative, in which case the Company shall not be under any further liability to anyone. In the event that such designated beneficiary or legal representative becomes a party to a legal action to enforce or to recover damages for breach of this Article II.B., or to recover or recoup from you or your estate, legal representative or beneficiary any amounts paid under or pursuant to this Article II.B.1, regardless of the outcome of such litigation, the Company shall pay their actual costs and expenses of such litigation incurred during such designated beneficiary’s or legal representative’s lifetime, including costs of investigation and reasonable attorneys’ fees, plus interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that the Company shall not be required to pay such costs and expenses in connection with litigation to determine the proper payee, among two or more claimants, of the payments described in subparagraph (a).

Payment Period . For purposes of this Article II, the Payment Period shall be determined by reference to Schedule B. The Plan Administrator shall determine, in its sole and absolute discretion, those individuals whose names shall be listed on Schedule B or Schedule C. Post Holdings, Inc. may amend Schedule B or Schedule C in any manner, including adding or deleting names on each such Schedule, as it may determine in its sole discretion; provided however, that no names may be so deleted: (a) from Schedule B after a Change in Control has occurred, nor (b) from Schedule C after an applicable Business Change has occurred. In the event that your name is not listed on Schedule B at the time of a Change in Control, you shall not be eligible for any CIC Severance Amount and otherwise shall not be eligible for any payments or benefits under Article II.B. of the Plan, except to the extent specifically provided in Article II.B.3. and Schedule C.

In the event that your name is listed on Schedule B, the Payment Period that applies to you for purposes of the foregoing shall be a period of years as specified on Schedule B commencing with the first day of the month following that in which a Qualifying Termination occurs within the two-year period immediately following a Change in Control.

No payments shall be made under this Article II.B. unless and until there has been a Change in Control of the Company, except to the extent as may be provided under Article II.B.3, to the extent you are eligible thereunder.

Business Change . In the event that, as determined by the Plan Administrator, (a) you meet the eligibility requirements set forth in Article I and are not covered by a written employment agreement that provides for severance benefits in conjunction with a Business Change (unless such agreement specifically provides for benefits to be paid under this Plan), (b) your name is listed on Schedule C at the time of a Business Change, (c) a Business Change occurs prior to a Change in Control, (d) you have not yet become eligible for any Severance Benefits or Severance Payments under this Plan and have not yet become eligible for benefits under an MCA, if any, and (e) you remain in the employ of the Company until a Business Change has occurred, then upon your Qualifying Termination (determined as though the Business Change were a Change in Control) within two years after that Business Change, you shall be eligible for the CIC Severance Amount in such amount, time, form and manner and subject to such terms and conditions under Article II.B. as though the Business Change were a Change in Control in Article II.B. and in the definition of CIC Involuntary Termination and based on the Payment Period set forth opposite your name on Schedule C. A Qualifying Termination will not be deemed to have occurred solely by reason of the Business Change; you must actually experience an involuntary termination of employment that meets the terms described in this Article II.B.3. For the sake of clarity, and notwithstanding anything to the contrary, to be eligible for payment of the CIC Severance Amount under this Article II.B.3, your name must appear on Schedule C (whether or not it is listed on Schedule B) at the time of the Business Change, and the Payment Period is as provided on Schedule C (rather than Schedule B).

No Duplication . Notwithstanding any provision to the contrary: (a) no benefits shall be paid to you under Article II.A. of this Plan to the extent that payments or other benefits have already become due and payable pursuant to the terms of Article II.B. of this Plan, if applicable, and (b) no benefits shall be paid to you under both Article II.B.1 and Article II.B.3. To the extent that benefits are paid to you or received by you under Article II.A.1-4 of this Plan and you later become eligible for benefits under Article II.B. of this Plan, the amount of your severance benefits under Article II.B. of this Plan shall be reduced by the benefits paid or received under Article II.A.1-4 of this Plan.


C.	Management Continuity Agreement .

With the exception of benefits described in Article II.A.5 (if applicable), and notwithstanding any provision to the contrary, no benefits shall be paid to you under this Plan to the extent that payments or other benefits are due and payable to you pursuant to the terms of a management continuity agreement or similar agreement (“Management Continuity Agreement” or “MCA”) between you and the Company, if any.

Further, notwithstanding any provision to the contrary, no benefits shall be paid to you under Article II.B.1 of this Plan (and, in no event shall you be deemed to meet the eligibility requirements under Article II.B.1) in the event that you are a party to an MCA with the Company. For the sake of clarity, this Article II.C.2 shall not be construed as to prevent an otherwise eligible Employee from qualifying for benefits available in the event of a Business Change under Article II.B.3.


3.	To the extent that benefits are paid to you or received by you under this Plan and you later become eligible for severance benefits under an MCA, the amount of your severance benefits under the MCA shall be reduced by the benefits paid or received under this Plan (with the exception of any benefits provided under Article II.A.5).


4.	Notwithstanding anything herein to the contrary, any Severance Payments that become payable with respect to Employees scheduled on Schedule D to this Plan shall be paid in a cash lump sum on the date that is 270 days after the Termination Date.


5.	For the avoidance of doubt, with respect to any person who participates in this Plan, a Change in Control under the MCA shall mean a Change in Control as defined thereunder that also qualifies as a change in control event for purpose of Section 409A of the Code.

ARTICLE III - GENERAL PROVISIONS GOVERNING PLAN

Minimum Benefit and WARN Notice Period . If your layoff is subject to the requirements of the Worker Adjustment and Retraining Notification Act (WARN), you will receive pay for a period of at least 60 calendar days from the date that you are first notified of your layoff. If your last date of work is before the end of the 60 calendar day period, you will receive any Severance Payments in the form of salary/benefit continuation (excluding short and long-term disability coverage) until the end of the WARN period. If you are still owed Severance Payments after this time, you will receive any remaining payment in a lump sum and additional benefits pursuant to the Benefit Subsidy, described herein. Layoffs subject to notice requirements under state laws similar to WARN are subject to similar treatment. Salary continuation under this provision shall constitute benefit earnings for purposes of the Company benefit plans.


B.	Reductions to Severance Benefits .


1.	The amount of Severance Payment you receive will be offset by the amount (if any) you receive pursuant to WARN period as provided for herein.


2.	No reduction in Severance Benefits will result from the value of any additional vesting or extended exercisability of equity-based compensation provided by the Employer pursuant to any other agreement.

Excise Tax . If any payment by the Company or the receipt of any benefit from the Company (whether or not pursuant to this Plan) is an “excess parachute payment” as such term is described in Section 280G of the Code so as to result in the loss of a deduction to the Company under Code Section 280G or in the imposition of an excise tax on you under Code Section 4999, or any successor sections thereto (an “Excess Parachute Payment”), then you shall be paid either 1) the amounts and benefits due, or 2) the amounts and benefits due under this Plan as reduced so that the amount of all payments and benefits due that are “parachute payments” within the meaning of Code Section 280G (whether or not pursuant to this Plan) are equal to one-dollar ($1) less than the maximum amount allowed under the Code that would avoid the existence of an “Excess Parachute Payment,” whichever of the 1) or 2) amount results in the greater after-tax payment to you. Any amounts and benefits to be reduced pursuant to this Section shall be reduced first by any amounts not subject to Section 409A of the Code and then in the inverse order of when such amounts and benefits would have been made or provided to you until the reduction specified herein is achieved.

D. Definitions .


1.	“Base Compensation” shall consist of:

(a)

Your monthly gross salary for the last full month preceding your Qualifying Termination or for the last full month preceding the Change in Control, whichever is greater. If you have elected to accelerate or defer salary (including your pre-tax contributions under the Post Holdings, Inc. Savings Investment Plan and under any benefit plan complying with Section 125 of the Code and deferrals pursuant to the Post Holdings, Inc. Executive Savings Investment Plan, and any successor plans thereto), your Base Compensation shall be calculated as if there had been no acceleration or deferral; plus

(b)

One-twelfth of the greater of (a) the bonus to which you would be entitled in the fiscal year in which a Qualifying Termination occurred assuming all performance targets (personal and Company targets) were achieved at a level of 100%; or (b) your last annual bonus paid by the Company, whether paid or deferred, preceding the Executive’s Qualifying Termination or the Change in Control, whichever is greater.

“Base Pay” is your regular base salary rate for your last regularly scheduled pay period immediately preceding the date of your Termination from Employment, as determined by the Plan Administrator, in its sole discretion. Base Pay excludes overtime pay, bonuses, car allowance, commissions, fees, incentive allowances, equity compensation and employer-provided benefits and any other items determined by the Plan Administrator in its sole discretion.


3.	“Board” means the board of directors of Post Holdings, Inc.

Termination for “Cause” means termination of your employment because, as determined by the Plan Administrator in its sole discretion, you engaged in fraud, gross misconduct, theft or other intentional misconduct with respect to the Company’s financial statements, results of operations or accounting records. For the sake of clarify, termination for “Just Cause” is defined separately in Article III.D.16.

“Business Change” means that, prior to any Change in Control, the business unit or subsidiary of Post Holdings, Inc., with which you are employed is transferred to a person unaffiliated with Post Holdings, Inc., wherein such business unit or subsidiary ceases to be a part or affiliate of Post Holdings, Inc., all as determined by the Plan Administrator in its sole discretion.


5.	“Change in Control” means:

(a)

the acquisition by any person, entity or “group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (a) 50% or more of the aggregate voting power of the then outstanding shares of Stock, other than acquisitions by Post Holdings, Inc. (“Post”) or any of its subsidiaries or any employee benefit plan of Post (or any trust created to hold or invest in issues thereof) or any entity holding Stock for or pursuant to the terms of any such plan, or (b) all, or substantially all, of the assets of Post or its subsidiaries taken as a whole; or


(b)	individuals who shall qualify as Continuing Directors shall have ceased for any reason to constitute at least a majority of the Board of Post.

Notwithstanding the foregoing, a Change in Control shall not include a transaction (commonly known as a “Morris Trust” transaction) pursuant to which a third party acquires one or more businesses of the Company by acquiring all of the common stock of Post while leaving the Company’s remaining businesses in a separate public company, unless the businesses so acquired constitute all or substantially all of the Company’s businesses.

A Change in Control shall be deemed to occur only to the extent the Change in Control meets the foregoing requirements of this Agreement and is a change in control event for purposes of Section 409A of the Code.

A “Continuing Director” for purposes of the foregoing means any member of the Board, as of February 3, 2012 while such person is a member of the Board, and any other director, while such other director is a member of the Board, who is recommended or elected to succeed the Continuing Director by at least two-thirds (2/3) of the Continuing Directors then in office.

“Stock” for purposes of the foregoing means the common stock of Post or such other security entitling the holder to vote at the election of Post’s directors or any other security outstanding upon its reclassification, including, without limitation, any stock split-up, stock dividend or other recapitalization of Post or any merger or consolidation of Post with any of its affiliates.


6.	“CIC Involuntary Termination” shall be any involuntary termination of your employment with the Company to which you object orally or in writing or which follows any of the following:

(a)

without your express written consent, (i) the assignment of you to any duties materially inconsistent with your positions, duties, responsibilities and status immediately prior to the Change in Control or (ii) a material change in your titles, offices, or reporting responsibilities as in effect immediately prior to the Change in Control; provided, however, (i) and (ii) herein shall not constitute a CIC Involuntary Termination if either situation is in connection with your death or disability;


(b)	without your express written consent, a reduction in your annual salary or opportunity for total annual compensation in effect immediately prior to the Change in Control;


(c)	without your express written consent, you are required to be based anywhere materially different than your office location immediately preceding the Change in Control, except for required travel on business to an extent substantially consistent with your business travel obligations immediately preceding the occurrence of the Change in Control;

(d)

without your express written consent, following the Change in Control (i) failure by the Company or its successor or assigns to provide to you any material benefit or compensation plan, stock ownership plan, stock purchase plan, stock based incentive plan, defined benefit pension plan, defined contribution pension plan, life insurance plan, health and accident plan, or disability plan in which you are participating or entitled to participate at the time of the Change in Control (or plans providing substantially similar benefits) or in which executive officers of the ultimate parent entity acquiring the Company are entitled to participate (whichever are more favorable); or (ii) the taking of any action by the Company that would (1) adversely affect the participation in or materially reduce the benefits under any of such plans either in terms of the amount of benefits provided or the level of your participation relative to other participants; (2) deprive you of any material fringe benefit enjoyed by you at the time of the Change in Control; or (3) cause a failure to provide the number of paid vacation days to which you were then entitled in accordance with Post Holdings, Inc.’s normal vacation policy in effect immediately prior to the Change in Control;


(e)	the liquidation, dissolution, consolidation, or merger of the Company or transfer of all or substantially all of its assets, unless a successor or successors (by merger, consolidation, or otherwise) to which all or a significant portion of its assets have been transferred expressly assumes in writing all duties and obligations of the Company as here set forth; or


(f)	the failure by the Company or its successor or assigns (whether by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform the applicable terms and provisions of this Plan after a Change in Control.

Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstances set forth above. For purposes of subsections (a)-(f) above, a CIC Involuntary Termination shall not exist unless you shall provide written notice of the existence of the condition to the Company within ninety (90) days of the initial existence of the condition. The Company shall have a period of thirty (30) days after such notice (to the extent curable) during which it may remedy the condition (the “Cure Period”), and, in case of full remedy, such condition shall not be deemed to constitute a basis for CIC Involuntary Termination hereunder.

For purposes of determining a CIC Involuntary Termination in connection with any Business Change, subsections (d) and (e) above shall not apply and shall not constitute a CIC Involuntary Termination or Qualifying Termination in connection with a Business Change.


7.	“Code” means the Internal Revenue Code of 1986 and the regulations thereunder, as may be amended from time to time.


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


9.	“Company” or “Employer” means Post Holdings, Inc. or an affiliate or subsidiary thereof.


10.	“Discount Rate” means 120% of the applicable Federal rate determined under Section 1274(d) of the Code and the regulations thereunder at the time the relevant payments are made.

11.

“Good Reason” shall mean any of the following acts by the Company, without your prior written consent: a) a material diminution in your base compensation; b) a material diminution in your authority, duties or responsibilities; c) any requirement that you be based at any office or location more than 50 miles from the then current office at which you were principally located, provided, however, that any requirement that you be based at the principal executive office of the Company shall not be considered for this purpose regardless of whether such principal executive office is more than 50 miles from the then current office at which you were principally located; or d) the material breach by the Company of any employment agreement between you and the Company. Notwithstanding anything in this definition to the contrary, “Good Reason” will not be deemed to exist unless (i) you notify the Company of the existence of the condition giving rise to such Good Reason within 30 days of the initial existence of such condition, (ii) the Company does not cure such condition within 30 days of such notice, and (iii) you have a voluntary Termination of Employment within 90 days of the initial occurrence of such condition.


12.	“Just Cause” is defined in Article III.D.16.


13.	“Plan Administrator” is the Committee.


14.	“Pro Rata Bonus Payment” means the benefit provided under Article II.A.2(a) and (c) of this Plan.


15.	“Qualifying Termination” shall be your CIC Involuntary Termination of employment with the Company except any termination because of your death, voluntary retirement, or your termination for Just Cause. Qualifying Termination shall not include any change in your employment status due to Disability.

Termination for “Just Cause” shall be a termination because of:


(a)	your continued failure to devote reasonable time and effort to the performance of your duties (other than any such failure resulting from your incapacity due to physical or mental illness) after written demand therefor has been delivered to you by the Company that specifically identifies how you have not devoted reasonable time and effort to the performance of your duties; or


(b)	the willful engaging by you in misconduct which is materially injurious to the Company, monetarily or otherwise; or


(c)	your conviction of a felony or a crime involving moral turpitude;

in any case as determined by the Board upon the good faith vote of not less than a majority of the Board, after reasonable notice to you specifying in writing the basis or bases for the proposed termination for Just Cause and after you have been provided an opportunity to be heard before a meeting of the Board held upon reasonable notice to all directors; provided, however, that a termination for Just Cause shall not include a termination attributable to:


1)	bad judgment or negligence on your part, other than habitual negligence; or


2)	an act or omission believed by you in good faith to have been in or not opposed to the best interests of the Company and reasonably believed by you to be lawful; or


3)	the good faith conduct of you in connection with a Change in Control (including your opposition to or support thereof).

“Disability” for purposes of the foregoing shall exist when you suffer a complete and permanent inability to perform any and every material duty of your regular occupation because of injury or sickness. To determine whether you are Disabled, you shall undergo examination by a licensed physician and other experts (including other physicians) as determined by such physician, and you shall cooperate in providing relevant medical records as requested. The Company and you shall jointly select such physician. If they are unable to agree on the selection, each shall designate one physician and the two physicians shall designate a third physician so that a determination of disability may be made by the three physicians. Fees and expenses of the physicians and other experts and costs of examinations of you shall be shared equally by the Company and you. The decision as to your Disability made by such physician or physicians shall be binding on the Company and you.


16.	“Severance Benefits” means the benefits provided under Article II.A and II.B of this Plan.


17.	“Severance Payment” means the benefit provided under Article II.A.2(a) and (b) of this Plan.


18.	“Severance and Release Agreement” is an agreement between you and the Employer that includes, among other things, a waiver of all claims you might have against the Employer, and as applicable:

(a) if Severance Benefits are due and payable under Article II.A,

(i) a waiver of the portion of the severance benefits (“MCA severance benefits”) that may become payable to you under the terms of an MCA, with such portion to be waived being equal to the amount of Severance Benefits due or payable under Article II.A (exempting those payable under Article II.A.5, if applicable) of this Plan, and/or, as applicable,

(ii) a waiver of the portion of the Severance Benefits under Article II.B of this Plan that may become payable to you pursuant to the terms of Article II.B, with such portion to be waived being equal to the amount of Severance Benefits due or payable under Article II.A (exempting those payable under Article II.A.5) of this Plan; and/or, as applicable.

(b) if Severance Benefits are due and payable under Article II.B.3,

(i) a waiver of any severance benefits due under an MCA, if applicable, and/or, as applicable,

(ii) a waiver of Severance Benefits that may be available under Article II.A (with the exception of benefits under Article II.A.5, if applicable).

This agreement is a condition to your receipt of any benefits under this Plan. The terms of the agreement will be determined by the Plan Administrator in its sole discretion. You are advised to obtain legal counsel in considering whether to sign this agreement.


19.	“Termination Date” or “Termination of Employment” means your last date of employment with the Company as determined in accordance with a separation from service for purposes of Code Section 409A and set forth in your Severance and Release Agreement.

ARTICLE IV - ADDITIONAL IMPORTANT INFORMATION


A.	Claims Procedures When Your Benefits Are Disputed . Claims procedures are as described in the Summary Plan Description for this Plan.


B.	Assignment of Benefits . Benefits under this Plan may not be assigned, transferred or pledged by you or anyone claiming through you to a third party, for example, as security for a loan or other debt, except to repay bona fide debts to the Employer.


C.	Financing the Plan . The Employer pays the entire cost of the Plan out of its general assets. Benefit payments are made on the authorization of the Plan Administrator or of a delegate appointed by the Plan Administrator.

Plan Administration; Withholding; Benefit Earnings . Post Holdings, Inc. has designated the Committee as the Plan Administrator of the Post Holdings, Inc. Executive Severance Plan (the “Plan”). The Plan Administrator is vested with all power and authority necessary or appropriate to administer and interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount of such benefits, and has full discretionary authority in this capacity. Any interpretation or determination made pursuant to such discretionary authority shall be upheld on judicial review unless it is show that the interpretation or determination was an abuse of discretion (i.e., arbitrary and capricious). All Severance Benefits and other amounts and benefits hereunder will be subject to deductions for Federal, state and local taxes and all other legally required or otherwise authorized deductions. The Company makes no guarantees or warranties regarding the tax consequences of any payment. The Severance Benefits and any other amounts and benefits hereunder will be in addition to any regular salary earned through your last date of employment and in addition to pay for any earned, but unused vacation which has not been taken, as determined in accordance with normal Employer policies. Severance Benefits and any other amounts and benefits hereunder are not considered “benefit earnings” for purposes of any Company benefit plan, except to the extent required under the terms of any such plan or applicable law.

Successors and Assigns . This Plan shall be binding upon the Company and any successor(s) to Post Holdings, Inc., including any persons acquiring directly or indirectly all or substantially all of the business or assets of Post Holdings, Inc. by purchase, merger, consolidation, reorganization, or otherwise. Furthermore, upon the occurrence of a Business Change, this Plan shall be binding upon any successor(s) to a subsidiary or affiliate with respect to the Employees of such subsidiary or affiliate. Any such successor shall thereafter be deemed to be the “Company” for purposes of this Plan, and the term “Company” shall include Post Holdings, Inc. to the extent advantageous to the Employees by providing them with the benefits intended under this Plan. However, outside of the context of an acquisition or Post Holdings, Inc., or a sale of a business unit or subsidiary of Post Holdings, Inc. wherein such business unit or subsidiary ceases to be a part or affiliate of the Post Holdings, Inc., this Plan and the Company’s obligations under this Plan are not otherwise assignable, transferable, or delegable by the Company. By written agreement, the Company shall require any successor described in this Article IV.E expressly to assume and agree to honor this Plan in the same manner and to the same extent the Company would be required to honor this Plan if no such succession had occurred.

Plan Amendment and Termination . Post Holdings, Inc. reserves the right in its discretion to terminate the Plan and to amend the Plan in any manner at any time. Any Schedule hereto, including, without limitation, Schedule A, Schedule B, Schedule C, and Schedule D may be amended in any manner at any time, and Post Holdings, Inc. may, in its discretion, add or remove names from any such schedule; provided however, that no names may be so deleted: (a) from Schedule A or Schedule B after a Change in Control has occurred, nor (b) from Schedule A or Schedule C after an applicable Business Change has occurred. Any amendment will not affect the Severance Benefits provided under Article II.A of those who have already been approved for and are receiving payment of benefits, and any amendment will not affect the Severance Benefits provided under Article II.B. once a Change in Control has occurred or, with respect to an Employee employed by an applicable business unit or subsidiary, once a Business Change has occurred. Benefits may otherwise be reduced or eliminated at any time. Upon final termination of the Plan, the Employer will make appropriate arrangements to wind up the affairs of the Plan. Prior practices by any Employer shall not diminish in any way the rights granted to the Company under this section. Oral or other informal communications made by the Employer or the Employer’s representatives shall not give rise to any rights or benefits other than those contained in the Plan described herein and such communications will not diminish the Employer’s rights to amend or terminate the Plan in any manner consistent with this Article IV.F.


G.	State of Jurisdiction . This Plan shall be construed, administered and enforced according to the laws of the State of Missouri without regard to its conflict of law rules except to the extent preempted or superseded by applicable Federal laws.


H.	Forum Selection . Any claim, lawsuit or other action relating to this Plan shall be subject to the exclusive jurisdiction of the United States District Court, Eastern District of Missouri.


I.	No Contract of Employment . Nothing in this Plan creates a vested right to benefits in any employee or any right to be retained in the employ of the Company.

Internal Revenue Code Section 409A . The payments and benefits under this Plan are intended to comply with or be exempt from Code Section 409A and the regulations and other guidance thereunder. Notwithstanding anything to the contrary herein, if you are a specified employee as defined in Code Section 409A, any payment hereunder on account of a separation from service may not be made until at least six months after such separation from service, to the extent required to avoid the adverse tax consequences under Code Section 409A. Any such payment otherwise due in such six-month period shall be suspended and become payable at the end of such six-month period. Any installment payment hereunder shall be treated as a separate payment for purposes of Code Section 409A. Notwithstanding anything hereunder to the contrary, any payment which could be made or commence during a period that spans two tax years based on when you execute a Severance and Release Agreement or otherwise shall be made in the later of the two tax years. Notwithstanding anything herein to the contrary, to the extent necessary to avoid the adverse tax consequences under Code Section 409A, the amount of expenses eligible for reimbursement, or in-kind benefits provided, in accordance with the Plan, during a year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other year; the reimbursement of an eligible expense shall be made on or before the last day of the year following the year in which the expense was incurred; and the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

No Other Benefits Provided . The Plan provides only those Severance Benefits described in Article II of this Plan and does not entitle any participant to health care or other welfare benefits, including but not limited to COBRA health care continuation coverage, or to bonus payments. With regard to Article II.A.3 and Article II.A.2, any health care continuation coverage shall be provided under and according to the terms of the Employer’s group health plans, and any bonus award shall be provided under and according to the terms of the applicable Company bonus program, as applicable. Eligibility and coverage under any health or welfare benefit are governed by plan documents specific to those benefits.

IN WITNESS WHEREOF, Post Holdings, Inc. has caused this amendment to be executed by its duly authorized officer on this 31 ^st day of July 2017.



	POST HOLDINGS, INC.

	By:	/s/ Robert V. Vitale
	Name:	Robert V. Vitale
	Title:	President and Chief Executive Officer

Exhibit 10.2

POST HOLDINGS, INC .

AMENDED AND RESTATED EXECUTIVE SAVINGS INVESTMENT PLAN

Effective August 1, 2017

POST HOLDINGS, INC .

AMENDED AND RESTATED EXECUTIVE SAVINGS INVESTMENT PLAN

Effective August 1, 2017

TABLE OF CONTENTS



		Page
PREAMBLE		1
ARTICLE I DEFINITIONS		2
1.1	“Account”	2
1.2	“Acquiring Person”	2
1.3	“Affiliate” or “Associate”	2
1.4	“Allocation Date”	2
1.5	“Beneficiary”	2
1.6	“Board”	2
1.7	“Change in Control”	2
1.8	“Code”	2
1.9	“Committee”	2
1.10	“Company”	2
1.11	“Compensation”	2
1.12	“Compensation Deferrals”	3
1.13	“Continuing Director”	3
1.14	“Deferral Election”	3
1.15	“Deferred Compensation Plan”	3
1.16	“Discretionary Employer Contributions”	3
1.17	“Effective Date”	3
1.18	“Eligible Employee”	3
1.19	“Fund”	3
1.20	“Participant”	3
1.21	“Plan”	3
1.22	“Plan Year”	4
1.23	“Ralcorp Amounts”	4
1.24	“Separation from Service”	4
1.25	“SIP”	5
1.26	“Specified Distribution Date”	5
1.27	“Stock”	5
1.28	“Unforeseeable Emergency”	5
1.29	“Year of Service”	5
ARTICLE II PARTICIPATION IN THE PLAN		5
2.1	Eligibility	5
2.2	Commencement of Participation	6
ARTICLE III ACCOUNTS		6
3.1	Compensation Deferrals	6



3.2	Amount of Compensation Deferral	7
3.3	Discretionary Employer Contributions and Credits	7
3.4	Account Reflecting Deferred Compensation	7
3.5	Credits or Charges	7
3.6	Investment, Management and Use	8
3.7	Valuation of Stock	8
3.8	Continuation of Elections	8
ARTICLE IV FUNDS		8
4.1	Fund Selection	8
4.2	Transfer	9
ARTICLE V DISTRIBUTION OF ACCOUNT		9
5.1	Time of Distribution	9
5.2	Amount Distributed	11
5.3	Method of Distribution	11
5.4	Form of Payment	12
5.5	Distribution Upon Death	12
5.6	Designation of Beneficiary	12
5.7	Shares Available	13
ARTICLE VI NON ASSIGNABILITY		13
6.1	Non Assignability	13
ARTICLE VII VESTING		13
7.1	Vesting	13
ARTICLE VIII AMENDMENT OR TERMINATION OF THE PLAN		14
8.1	Power to Amend Plan	14
8.2	Distribution of Plan Benefits Upon Termination	14
8.3	When Amendments Take Effect	14
8.4	Restriction on Retroactive Amendments	14
ARTICLE IX PLAN ADMINISTRATION		14
9.1	Powers of the Committee	14
9.2	Indemnification	15
9.3	Claims Procedure	15
9.4	Expenses	17
9.5	Conclusiveness of Action	17
9.6	Release of Liability	17
ARTICLE X MISCELLANEOUS		17
10.1	Plan Not a Contract of Employment	17
10.2	No Rights Under Plan Except as Set Forth Herein; Unsecured General Creditor Status	18
10.3	Rules	18
10.4	Withholding of Taxes	18
10.5	Severability	18



10.6	409A Compliance	18
10.7	Governing Law	19
10.8	Rules of Construction.	19
10.9	Participant Responsibility	19

iii

POST HOLDINGS, INC .

AMENDED AND RESTATED EXECUTIVE SAVINGS INVESTMENT PLAN

Effective August 1, 2017

PREAMBLE

Ralcorp Holdings, Inc. (“Ralcorp”) previously maintained the Ralcorp Holdings, Inc. Executive Savings Investment Plan (the “Ralcorp Plan”). Ralcorp distributed on a pro rata basis to the holders of Ralcorp common stock at least 80% of the outstanding shares of Post Holdings, Inc. (the “Company”) common stock owned by Ralcorp (“Spin‑Off”). The Company adopted the Post Holdings, Inc. Executive Savings Investment Plan effective January 1, 2012 (“Effective Date”), subject to the completion of the Spin‑Off. The Spin‑Off was completed on February 3, 2012.

As of the Spin‑Off, account balances of the Company’s employees and former employees under the Ralcorp Plan were converted into account balances under this Plan upon terms and conditions approved by the Committee, and the Company is responsible under this Plan for the payment of all liabilities and obligations for benefits unpaid with respect to all such transferred accounts.

The Company restated this Plan effective August 15, 2012 in order to separate deferral elections from this Plan from deferral elections made under the Post Holdings, Inc. Savings Investment Plan (“SIP”), to eliminate the SIP refund deferral option and to allow for discretionary employer contributions. These changes were effective August 15, 2012, except to the extent otherwise specified herein or to the extent necessary to avoid the adverse tax consequences under Section 409A of the Code.

The Company hereby restates this Plan effective August 1, 2017, in order to incorporate the amendment of January 29, 2013, and to make certain other changes. These changes shall be effective August 1, 2017, unless otherwise stated herein.

The Plan as set out herein is intended to be an unfunded retirement plan for a select group of management or highly compensated employees which, for deferrals after December 31, 2004, meets the requirements of Section 409A of the Code. Deferrals prior to January 1, 2005, that are intended to be grandfathered under Section 409A of the Code are not governed by, covered under, or otherwise subject to the terms of this document.

The purpose of the Plan is to enhance the profitability and value of the Company for the benefit of its shareholders by providing a supplemental retirement program to attract, retain and motivate selected employees who make important contributions to the success of the Company.

ARTICLE I
DEFINITIONS

As used in this Plan, the following capitalized words and phrases have the meanings indicated, unless the context requires a different meaning:

1.1 “Account” means the bookkeeping account established for each Participant to reflect amounts credited to such Participant under the Plan, including any subaccount(s) established by the Committee to record different types of credits.

1.2 “Acquiring Person” means any person or group of Affiliates or Associates who is or becomes the beneficial owner, directly or indirectly, of 20% or more of the outstanding Stock.

1.3 “Affiliate” or “Associate” shall have the meanings ascribed to such terms in Rule 12b‑2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

1.4 “Allocation Date” means each day the New York Stock Exchange is open for business.

1.5 “Beneficiary” means the person or persons designated by a Participant, or otherwise entitled, to receive any amount credited to his or her Account that remains undistributed at his or her death.

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

1.7 “Change in Control” means the time when (a) any person, either individually or together with such person’s Affiliates or Associates, shall become the beneficial owner, directly or indirectly, of more than 50% of the outstanding Stock or (b) during any twelve (12) month period individuals who shall qualify as Continuing Directors shall have ceased for any reason to constitute at least a majority of the Board; provided, however, that in the case of clause (b), a Change in Control shall not be deemed to have occurred if the event shall have been approved prior to the occurrence thereof by a majority of the Continuing Directors who shall then be members of the Board. Notwithstanding anything to the contrary, an event shall not be a Change in Control if it is also not a “change in the ownership of a corporation” or a “change in effective control of a corporation” as such terms are defined in Section 409A of the Code.

1.8 “Code” means the Internal Revenue Code of 1986 and the regulations promulgated thereunder, as amended from time to time.

1.9 “Committee” means the Corporate Governance and Compensation Committee of the Board of Directors or its delegee.

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

1.11 “Compensation” means Compensation as that term is defined in the SIP, without regard to the limit of Section 401(a)(17) of the Code; provided, however, that Compensation shall mean base salary only with respect to amounts earned by a Participant for periods beginning on or after January 1, 2013.

1.12 “Compensation Deferrals” means the percentage or dollar amount of a Participant’s Compensation which the Participant elects to defer pursuant to Article III of this Plan.

1.13 “Continuing Director” means any member of the Board of Directors of Post Holdings, Inc., while such person is a member of such Board, who is not an Affiliate or Associate of an Acquiring Person or of any such Acquiring Person’s Affiliate or Associate and was a member of such Board prior to the time when such Acquiring Person became an Acquiring Person, and any successor of a Continuing Director, while such successor is a member of such Board, who is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person or a representative or nominee of an Acquiring Person or of any Affiliate or Associate of such Acquiring Person and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.

1.14 “Deferral Election” means the form on which a Participant elects: (a) any Compensation Deferrals pursuant to Article III; (b) Funds pursuant to Article IV; and (c) the time, method, and form of payment pursuant to Article V. The Deferral Election shall be in such form, including, specifically, by electronic means, as may be prescribed by the Committee.

1.15 “Deferred Compensation Plan” means the Post Holdings, Inc. Deferred Compensation Plan for Key Employees.

1.16 “Discretionary Employer Contributions” means the amount, if any, of credits that may be awarded to a Participant pursuant to Section 3.3 of this Plan.

1.17 “Effective Date” means January 1, 2012.

1.18 “Eligible Employee” means an employee of the Company, or a subsidiary or Affiliate of the Company, who is a member of a select group of management or highly compensated employees and who is eligible to participate in the Deferred Compensation Plan.

1.19 “Fund” means one or more of the measurement investment funds available under the Plan for purposes of crediting or debiting hypothetical investment gains and losses to the Accounts of Participants. The investment funds available under the Plan shall be identical to the extent possible to those approved by the Employee Benefit Trustees Committee under the SIP. Each Fund shall be subject to all terms, conditions and fees established from time to time by the Fund sponsor.

1.20 “Participant” means any Eligible Employee who satisfies the conditions for participation in the Plan set forth in Section 2.1. In addition, Participant means any current or former employee of the Company or its subsidiaries whose name is listed on Appendix B hereto, to the extent an Account is credited with Ralcorp Amounts on behalf of such individual under this Plan.

1.21 “Plan” means the Post Holdings, Inc. Executive Savings Investment Plan, as originally adopted and as from time to time amended.

1.22 “Plan Year” means the accounting year of the Plan, which ends on December 31.

1.23 “Ralcorp Amounts” means amounts credited to the Plan in accordance with Section 3.4.

1.24 “Separation from Service” means the date a Participant separates from service within the meaning of Section 409A of the Code. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a termination of employment with the Company, determined in accordance with the following:

reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6)‑month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty‑nine (29)‑month period of absence shall be substituted for such six (6)‑month period.

(b) Dual Status . Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee and as an independent contractor pursuant to standards set forth in the Code, to be treated as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan pursuant to Section 409A of the Code, then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Plan.

(c) Termination of Employment . Whether a termination of employment constitutes a Separation from Service is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor, except as provided in Section 1.24(b)) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in Section 1.7(b)) over the immediately preceding thirty‑six (36)‑month period (or the full period of services to the Company if the Participant has been providing services to the Company less than thirty‑six (36) months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (c) the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this paragraph (c) (including for purposes of determining the applicable thirty‑six (36)‑month (or shorter) period). For the avoidance of doubt, no Participant shall be treated as incurring a Separation from Service, termination of employment, retirement, or other similar event for purposes of determining the right to distribution, vesting, benefits, or any other purpose under the Plan as a result of the Spin‑Off (as defined in the Preamble).

(d) Service with Related Companies . For purposes of determining whether a Separation from Service has occurred, the “Company” shall include the Company or a subsidiary or affiliate, as applicable, and any other entity that is aggregated with the Company or such subsidiary or affiliate pursuant to Sections 414(b) or (c) of the Code.

1.25 “SIP” means the Post Holdings, Inc. Savings Investment Plan.

1.26 “Specified Distribution Date” means, for deferrals made on or after August 1, 2017, a date specified by a Participant in his or her Deferral Election for the payment of such Participant’s Account (or subaccount, as applicable) relating to such Deferral Election.

1.27 “ Stock ” means the Company’s $.01 par value common stock or any such other security outstanding upon the reclassification of the Company’s common stock, including, without limitation, any Stock split‑up, Stock dividend, or other distributions of stock in respect of Stock, or any reverse Stock split‑up, or recapitalization of the Company or any merger or consolidation of the Company with any Affiliate, or any other transaction, whether or not with or into or otherwise involving an Acquiring Person.

1.28 “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152 of the Code

(without regard to 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee will determine the existence of an Unforeseeable Emergency, based on the supporting facts, circumstances, and documentation provided by the Participant.

1.29 “Year of Service” means a Participant’s Period of Service, as that term is used in the SIP, expressed in years.

ARTICLE II
PARTICIPATION IN THE PLAN

2.1 Eligibility . Participation in the Plan shall be limited to Eligible Employees. If the Committee determines that a Participant no longer qualifies as being a member of a select group of management or highly compensated employees, the Participant shall cease to be eligible to make Deferral Elections, but will continue to participate in the Plan with respect to existing amounts credited to his or her Account. A Committee determination that a Participant is no longer eligible will not result in a mid‑year rescission of a Deferral Election.

2.2 Commencement of Participation . To participate in the Plan, an Eligible Employee shall defer Compensation earned during a Plan Year by making a Deferral Election in the manner set forth in Section 3.1. In addition, participation of an Eligible Employee who has not otherwise commenced participation in the Plan shall commence when a Discretionary Employer Contribution, if any, is credited to the Account of such Eligible Employee pursuant to the provisions of Section 3.3.

ARTICLE III
ACCOUNTS

3.1 Compensation Deferrals . A Participant may elect to reduce his or her Compensation by the percentage or dollar amount set forth in an executed Deferral Election filed with the Committee or its designee, subject to the provisions of this Article III. The Compensation Deferrals shall not be paid to the Participant, but shall be withheld from the Participant’s Compensation and an amount equal to the Compensation Deferrals, less any applicable taxes and withholdings, shall be credited to the Participant’s applicable Account. A Deferral Election is irrevocable for purposes of this Plan upon the beginning of the Plan Year (or the period otherwise described below in this Section) to which it applies, or if earlier, the date prescribed on the Deferral Election. Any Deferral Election shall be made prior to the commencement of the Plan Year (or other applicable period described below) in which the Compensation that is the subject of the Deferral Election will be earned. The amount of a Participant’s Compensation deferred under this Plan by a Deferral Election shall be credited to the Participant’s Account as soon as administratively practicable.

With respect to each Deferral Election made on or after August 1, 2017, a Participant may elect to allocate Compensation Deferrals withheld in each such Plan Year to separate subaccounts, and with respect to each such subaccount the Participant may make an election with respect to Fund selections pursuant to Article IV, an election with respect to distribution events pursuant to Article V, and an election with respect to method of payment pursuant to Article V, in each case which elections may differ and need not be the same among the subaccounts. For any one Plan Year, a Participant may elect to allocate Compensation Deferrals to a maximum of two separate Plan subaccounts.

Notwithstanding the foregoing, in the discretion of the Committee or its designee, an individual who first becomes an Eligible Employee subsequent to the first day of any Plan Year (and was not previously eligible to participate in a plan which is treated with this Plan as one plan under Section 409A of the Code) may make a Deferral Election, applicable to the period from the Eligible Employee’s initial entry date to the end of the Plan Year, subject to the first paragraph of Section 3.1, provided the Deferral Election is made within 30 days of becoming an Eligible Employee and prior to the performance of services by a Participant for the period covered by the election.

Notwithstanding any provision in this Plan to the contrary, a Participant’s Deferral Election shall not apply with respect to any annual or fiscal year bonuses (and earnings thereon for deferred bonuses) awarded under any annual

or fiscal year bonus program maintained by the Company regardless of whether the payment of such bonus is deferred pursuant to the Deferred Compensation Plan or any other program providing for the deferral of compensation.

3.2 Amount of Compensation Deferral . A Participant may elect to defer a minimum of 1% of his or her Compensation each Plan Year (it being understood that a Participant is not required to make any Deferral Election with respect to Compensation in any given Plan Year). A Participant may elect to defer up to a maximum of 75% of his or her Compensation.

3.3 Discretionary Employer Contributions and Credits . Apart from Compensation Deferrals, the Board shall retain the right to make discretionary contributions for any Participant under this Plan at the times and in the amount(s) designated by the Employer, in its sole discretion. Amounts so credited will be considered a Participant’s Discretionary Employer Contributions. An amount equal to any Company Matching Contributions that would have been required under the terms of the Plan in effect immediately prior to the restatement on August 15, 2012 shall be credited as Discretionary Employer Contributions with respect to any deferral election in effect under the terms of the Plan in effect immediately prior to the restatement, as determined by the Committee in its discretion, subject to the vesting schedule and other terms and conditions as set out in the Plan immediately prior to August 15, 2012. When a Discretionary Employer Contribution is made to a Participant, it shall be allocated in the discretion of the Committee, and shall be subject to the default rules of Articles IV and V.

3.4 Account Reflecting Deferred Compensation . The Committee shall establish and maintain a separate Account and, as needed to give effect to Section 3.1, subaccounts for each Participant which shall reflect the amount of the Participant’s Compensation Deferrals and Discretionary Employer Contributions under this Plan and all credits or charges under Section 3.5 from time to time. All amounts credited or charged to a Participant’s Account hereunder shall be in a manner and form determined within the sole discretion of the Committee. The amount credited to an account under the Ralcorp Holdings, Inc. Executive Savings Investment Plan as of the Spin‑Off with respect to a Participant listed on Appendix B shall be credited to such Participant’s Account as Ralcorp Amounts under this Plan in a separate bookkeeping subaccount and shall include earnings and losses credited pursuant to Section 3.5. Ralcorp Amounts shall be invested in accordance with Section 3.5(c) and Article IV and distributed in accordance with Article V. On and after the Spin‑Off, the Company shall assume all liabilities relating to the Ralcorp Amounts, and Ralcorp Holdings, Inc. and its affiliates shall have no liability therefor.

3.5 Credits or Charges

(a) Earnings or Losses . As of each Allocation Date during a Plan Year, a Participant’s Account (including any subaccounts, as applicable) shall be credited or debited with earnings or losses equal to the earnings, gain or loss on the Funds indicated as selected by a Participant for the Plan Year or for the portion of such Plan Year in which the Account (or subaccount, as applicable) is deemed to be invested.

(b) Balance of Account . As of each Allocation Date, the amount credited to a Participant’s Account (including any subaccounts, as applicable) shall be the amount credited to his or her Account (or subaccount, as applicable) as of the immediately preceding Allocation Date, plus the Participant’s Compensation Deferral and Discretionary Employer Contribution credits since the immediately preceding Allocation Date, minus any amount that is paid to or on behalf of a Participant pursuant to this Plan subsequent to the immediately preceding Allocation Date, plus or minus any hypothetical investment gains or losses determined pursuant to Section 3.5(a) above. A Participant’s Account shall include the amount credited as any Company Matching Contributions and any other amounts credited under the terms of the Plan in effect prior to August 15, 2012.

(c) Change in Control . Upon a Change in Control, all amounts notionally invested in the Post Holdings, Inc. Common Stock Fund, if any, shall be immediately converted to the Fund that is a target retirement fund.

are to be used for measurement purposes only, and a Participant’s election of any such Fund, the determination of credits and debits to his or her Account based on such Funds, the Company’s actual ownership of such Funds, and any authority granted under this Plan to a Participant to change the investment of the Company’s assets, if any, may not be considered or construed in any manner as an actual investment of the Account in any such Fund or to constitute a funding of this Plan.

3.7 Valuation of Stock . In any situation in which it is necessary to value Stock, the value of the Stock shall be the closing price as reported by the New York Stock Exchange – Composite Transactions on the date in question, or, if the Stock is not quoted on such composite tape or if the Stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the Stock is listed, or if the Stock is not listed on any such exchange, the average of the closing bid quotations with respect to a share of the Stock during the ten (10) days immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of the Stock as determined by a majority of the Continuing Directors in good faith.

3.8 Continuation of Elections .

Any deferral election in effect under the terms of the Plan in effect immediately prior to this amendment and restatement on August 1, 2017 shall continue and be recognized hereunder for the year or other applicable period to which it relates and any Deferral Election made on or after August 1, 2017 will be recognized hereunder for the year or other applicable period to which it relates subject to Section 3.1.

ARTICLE IV
FUNDS

4.1 Fund Selection . The rate at which earnings and losses shall be credited to a Participant’s Account (including any subaccounts, as applicable) shall be determined in accordance with one or more Funds selected by the Participant; if a Participant does not select a Fund, the applicable Fund shall be the Fund that is a target retirement fund. Notwithstanding anything to the contrary, (i) with respect to Deferral Elections made prior to August 1, 2017, a Participant shall have one election in effect at any given time that applies to Fund selections under both this Plan and the Deferred Compensation Plan, and the most recent Fund selection under either this Plan or the Deferred Compensation Plan shall apply to and shall supersede any previous Fund selection under the other plan, and (ii) with respect to Deferral Elections made on or after August 1, 2017, Participants may have one Fund selection election in effect with respect to one or more subaccounts but such election need not be the same among all subaccounts, provided, however, that with respect to Fund selections made on or after August 1, 2017 pursuant to any Deferral Election, no such Fund selection election under this Plan shall affect such elections under any other plans. Fund selections recognized under the Ralcorp Holdings, Inc. Executive Savings Investment Plan immediately prior to the Spin‑Off shall be recognized under this Plan until superseded or otherwise changed in accordance with this Plan; provided, however, that Ralcorp Amounts deemed invested in the Ralcorp Holdings, Inc. stock fund immediately prior to the Spin‑Off shall be deemed invested in a Fund selected by the Committee until the Participant elects a replacement Fund (if and to the extent permitted by the Committee).

For the avoidance of doubt, except as expressly provided herein to the contrary, the Committee shall not be required to make available under the Plan any specific measurement investment fund, any specific type of measurement investment fund, or any specific number of measurement investment funds, and may, in its sole discretion, remove any Fund at any time. If a Fund elected by a Participant is removed, a replacement Fund selected by the Employee Benefit Trustees Committee shall apply in its place until the Participant elects a replacement Fund. For purposes of calculating earnings and losses attributable to a Fund, any amount shall be deemed to be invested in the Fund as of the date determined appropriate by the Committee.

4.2 Transfer . Subject to any limitations set forth herein and/or established by the Committee, including the timeliness of a request, a Participant may transfer amounts between Funds as of the close of each business day. Notwithstanding anything to the contrary, no transfer may be made between the Post Holdings, Inc. Common Stock

Fund and any other Fund. The Committee has discretion to set any limitations on any such transfer as it deems necessary or desirable under applicable laws and regulations or to ensure the orderly operation of the Plan.

ARTICLE V
DISTRIBUTION OF ACCOUNT

5.1 Time of Distribution .

(a) General .

(i) With respect to Deferral Elections made prior to August 1, 2017, the payment of the vested amount credited to a Participant’s Account shall be made or commence within 90 days following the earlier of the following:

(A) a Change in Control of the Company (to the extent provided in an election form); or

(B) Separation from Service.

(ii) With respect to Deferral Elections made on or after August 1, 2017, a Participant may elect for payment of the vested amount credited to an Account or subaccount to be made or commence within 90 days following the occurrence of one or more of the following:

(A) Separation from Service; or

(B) the Specified Distribution Date specified in the Participant's Deferral Election; provided, however, that, the Participant must select from among the available Specified Distribution Date(s) designated by the Committee and set forth in the Deferral Election, which such Specified Distribution Date(s) may not occur (1) earlier than the second January that follows the date of the Deferral Election (or such later date as required by Section 409A of the Code), and (2) later than the December of the year in which the 20th anniversary of the Deferral Election occurs.

Notwithstanding anything to the contrary in this Section 5.1(a)(ii), with respect to amounts deferred pursuant to Deferral Elections made on or after August 1, 2017, (x) in the event of a Change in Control, payment of the vested amount credited the Account or any subaccount shall be made or commence within 90 days following the occurrence of such Change in Control, and (y) in the event a Participant does not make an election specifying the timing of payment, payment of the vested amount credited to the Account or subaccount, as applicable, shall be made or commence within 90 days following the earlier of occurrence of (1) a Change in Control or (2) a Separation from Service.

(iii) Notwithstanding anything to the contrary in Section 5.1(a)(i) or Section 5.1(a)(ii), in the event of the occurrence of an Unforeseeable Emergency, payments shall be made to the Participant from such Participant’s Account (including any subaccount, as applicable); provided that a withdrawal with respect to an Unforeseeable Emergency may not exceed the amount necessary to satisfy the emergency need, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets itself would not cause severe financial hardship). Any distributions under this Section 5.1(a)(iii) shall be drawn pro-rata from each Account and/or subaccount, if applicable, based on the amount then credited to such Participant’s Account and/or subaccounts (relative to the total amount credited to such Participant’s Account and/or subaccounts).

(including any subaccount) that would otherwise be distributed as a result of a Separation from Service shall be distributed on account of a Separation from Service before the earlier of (a) the date which is six (6) months following the date of the Participant’s Separation from Service, or (b) the date of death of the Participant. Amounts that would have been paid during the delay will be paid on the first business day following the end of the six-month delay.

(c) Deferred Time of Payment . In the discretion of the Committee, a Participant may elect to modify the form and time at which payment of the benefits credited to his or her Account and each subaccount shall be paid, in accordance with the following:

(i) any such election must be received by the Committee or its designee no less than twelve (12) months prior to the Participant’s scheduled payment date (or in the case of annual installments pursuant to Section 5.3(b) or 5.3(c), twelve (12) months prior to the date the first amount was scheduled to be paid), if applicable;

(ii) the election shall not take effect until twelve (12) months after the date on which the new election is made; and

(iii) the payment with respect to which such election is made is deferred to a date that is not less than 5 years from the date the payment otherwise would have been made (or in the case of annual installments pursuant to Section 5.3(b) or 5.3(c), 5 years from the date the first amount was scheduled to be paid) pursuant to the terms of the initial Deferral Election and not later than the December of the year in which the 20th anniversary of the date of the initial Deferral Election occurs.

Notwithstanding anything to the contrary, but subject to Section 5.1(a)(iii), Ralcorp Amounts shall be distributed at the time determined in accordance with the Ralcorp Holdings, Inc. Executive Savings Investment Plan as of the Spin‑Off. Distribution elections effective under such Plan as of the Spin‑Off with respect to Participants listed on Appendix B shall be recognized under this Plan, subject to permitted modifications described herein.

The Committee, in its discretion, may limit the number of times a Participant may modify his or her elected time of payment of the benefits credited to his or her Account and each subaccount and establish such other limitations as it deems advisable for the proper administration of the Plan.

Notwithstanding anything to the contrary, with respect to Deferral Elections made prior to August 1, 2017, a Participant shall have one election in effect at any given time that applies to distributions under both this Plan and under the Deferred Compensation Plan, and the most recent distribution election under either this Plan or the Deferred Compensation Plan shall apply to and shall supersede any previous distribution elections under the other plan. With respect to Deferral Elections made on or after August 1, 2017, (A) Participants may have one election with respect to the timing of a distribution in effect with respect to one or more subaccounts but such election need not be the same among all subaccounts, and (B) none of a Participant’s elections with respect to the timing of a distribution under this Plan shall affect such elections under any other plans.

5.2 Amount Distributed . The amount distributed to a Participant shall be determined as of the Allocation Date as of which distribution is made, or as of the most recent Allocation Date preceding the date as of which distribution is made, pursuant to the Committee’s practice for different methods of distributions, with actual payment occurring as soon as practicable thereafter.

5.3 Method of Distribution . Distribution to a Participant under this Plan with respect to Deferral Elections made prior to August 1, 2017, shall be made in the same form as the Participant has elected with respect to his or her benefits under the Deferred Compensation Plan. If a Participant does not have such an election in effect under the Deferred Compensation Plan, he or she shall elect the method of distribution from among any of the following forms, as specified on the Participant’s Deferral Election, subject to change pursuant to Section 5.1(c):

(a) Single payment in the form(s) determined pursuant to Section 5.4;

(b) Annual installments over five years; or

With respect to Deferral Elections made on or after August 1, 2017, with respect to each of a Participant’s subaccounts (or with respect to his or her Account, if applicable), pursuant to a Deferral Election a Participant may elect one of the methods of distribution set forth in (a) through (c) above.

A Participant may elect a different method of distribution for a distribution upon different triggering events to the extent permitted by Section 409A of the Code and the Committee. If a Participant does not make a timely election for the method of distribution, his or her method of distribution shall be a lump sum.

Notwithstanding anything to the contrary, (x) with respect to Deferral Elections made on or after August 1, 2017, the method of distribution shall be a lump sum for any payment triggered by a Change in Control, and (y) the Company may elect to pay a Participant’s Account in a lump sum if the balance does not exceed the dollar amount under Section 402(g)(1)(B) of the Code ($18,000 for 2017), and if the payment results in the termination and liquidation of the Participant’s entire interest under the Plan, and any other plans that are treated with this Plan as one plan under Section 409A of the Code. Distribution election forms in effect under the Ralcorp Holdings, Inc. Executive Savings Investment Plan immediately prior to the Spin‑Off for Participants listed on Appendix B shall be recognized under this Plan, subject to permitted modifications as described herein.

5.4 Form of Payment . All payments made pursuant to this Plan shall be in cash, except for amounts credited to the Post Holdings, Inc. Common Stock Fund, which shall be paid in Stock, subject in any case to the Committee’s discretion to change the form of payment.

5.5 Distribution Upon Death . If a Participant dies before completing the payment of his or her Account (including any subaccount), the unpaid Account balance shall be paid to a Participant’s designated Beneficiary in a single payment in the form(s) determined pursuant to Section 5.4 within sixty (60) days following the Participant’s date of death.

5.6 Designation of Beneficiary . A Participant shall designate a Beneficiary on a form to be supplied by the Committee. The Beneficiary designation may be changed by the Participant at any time, but any such change shall not be effective until the Beneficiary designation form completed by the Participant is delivered to and received by the Committee. In the event that the Committee receives more than one Beneficiary designation form from the Participant, the form bearing the most recent date shall be controlling. If the Committee 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. The beneficiary designation, if any, in effect under the Ralcorp Holdings, Inc. Executive Savings Investment Plan immediately prior to the Spin‑Off with respect to Participants listed on Appendix B shall be recognized under this Plan and shall be deemed the Participant’s valid Beneficiary designation hereunder, subject to permitted changes as described herein.

5.7 Shares Available . Subject to the provisions of this section, the maximum number of shares of Stock that may be delivered to Participants and beneficiaries under the Plan shall be 1,000,000. The shares of Stock with respect to which distributions may be made under the Plan shall be shares of Stock currently authorized but unissued or currently held or subsequently acquired by the Company as treasury shares of Stock, including shares of Stock purchased in the open market or in private transactions. The Company shall make automatic and appropriate adjustments in the aggregate number and type of securities that may be issued, represented, and available for delivery to Participants and beneficiaries under the Plan to give effect to adjustments made in the number or type of shares through a dissolution or liquidation of the Company, a sale of substantially all of the assets of the Company, a merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, a statutory share exchange involving capital stock of the Company, a divestiture, distribution of assets to shareholders (other than ordinary cash dividends), reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock compensation or exchange, rights offering, spin‑off or other relevant change, provided that fractional shares

of Stock shall be rounded to the nearest whole share of Stock, for which purpose one‑half share shall be rounded down to the nearest whole share.

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 his or her Account (including any subaccount) until his or her Account is actually distributed to a Participant or his or her Beneficiary. The portion of the Account which has not been distributed shall not be subject to attachment, garnishment or execution for the payment of any debts, judgments, alimony or separate maintenance and shall not be transferable by operation of law in the event of bankruptcy or insolvency of a Participant or a Participant’s Beneficiary.

ARTICLE VII
VESTING

7.1 Vesting . Each Participant shall be fully (100%) vested in his or her Compensation Deferrals, and earnings thereon, at all times. The vested percentage of any matching contributions credited as Ralcorp Amounts or Company Matching Contributions as described under the terms of this Plan prior to its restatement on August 15, 2012 and earnings thereon shall be determined in accordance with Appendix A, as applicable to such Ralcorp Amounts or Company Matching Contributions, respectively. Upon a Participant’s Separation from Service, the amount credited to the Participant’s Account that is not vested shall be forfeited.

Effective August 15, 2012, unless otherwise determined by the Committee prior to awarding any Discretionary Employer Contribution, amounts credited to the Discretionary Employer Contribution Account shall be subject to the vesting schedule set forth in Appendix A applicable to such Discretionary Employer Contributions. The Committee shall have the discretion to reinstate forfeitures and again subject them to such vesting schedule if the Participant later becomes reemployed by the Employer.

ARTICLE VIII
AMENDMENT OR TERMINATION OF THE PLAN

8.1 Power to Amend Plan . The power to amend, modify or terminate this Plan at any time is reserved to the Committee, except that the Chief Executive Officer of the Company may make amendments to resolve ambiguities, supply omissions and cure defects, any amendments deemed necessary or desirable to comply with federal tax law or regulations to avoid adverse tax consequences, and any other amendments deemed necessary or desirable, which shall be reported to the Committee. Notwithstanding the foregoing, no amendment, modification or termination which would reasonably be considered to be adverse to a Participant or Beneficiary may apply to or affect the terms of any deferral of Compensation prior to the effective date of such amendment, modification or termination, without the consent of the Participant or Beneficiary affected thereby. Any amendment made to this Plan shall be in accordance with Section 409A of the Code. Any amendment made in accordance with this Section 8.1 is binding upon all Participants and their Beneficiaries, the Committee and all other parties in interest.

8.2 Distribution of Plan Benefits Upon Termination . Upon the full termination of the Plan, the Committee shall direct the distribution of the benefits of the Plan to the Participants in a manner that is consistent with and satisfies the provisions of Article V and Section 409A of the Code to the extent applicable.

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

8.4 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
PLAN ADMINISTRATION

9.1 Powers of the Committee . The Committee has, in addition to any other powers conferred by the Plan or by law, the following powers:

(a) to determine all questions relating to eligibility to participate in the Plan;

(b) to compute and certify to an appropriate party the amount and kind of distributions payable to Participants and their Beneficiaries;

(d) to interpret the provisions of the Plan and to make and publish such rules for the administration of the Plan as are not inconsistent with the terms thereof;

(e) to establish and modify the method of accounting for the Plan;

(f) to employ counsel, accountants and other consultants to aid in exercising its powers and carrying out its duties hereunder; and

(g) to perform any other acts necessary and proper for the administration of the Plan.

The general administration of the Plan shall be carried out by the Company, subject to the authority of the Committee.

9.2 Indemnification

(a) Indemnification of Members of the Committee by the Company . The Company agrees to indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his or her action or failure to act in such capacity, excepting only expenses and liabilities arising out of his or her own willful misconduct or gross negligence. This right of indemnification is in addition to any other rights to which any member of the Committee may be entitled.

(b) Liabilities for Which Members of the Committee are Indemnified . Liabilities and expenses against which a member of the Committee is indemnified hereunder include, without limitation, the amount of any settlement or judgment, costs, counsel fees and related charges reasonably incurred in connection with a claim asserted or a proceeding brought against him or the settlement thereof.

(c) Company’s Right to Settle Claims . The Company may, at its own expense, settle any claim asserted or proceeding brought against any member of the Committee when such settlement appears to be in the best interests of the Company.

9.3 Claims Procedure . A Participant or Beneficiary or other person who feels he is entitled to a benefit or right provided under the Plan (hereinafter referred to as “Claimant”) may make a claim, i.e., a request for benefits under this Plan, pursuant to the Committee’s procedures.

(a) Company Action . The Company shall, within 90 days after its receipt of such claim, make its determination. However, if special circumstances require an extension of time for processing the claim, the Company shall furnish the Claimant, within 90 days after its receipt of such claim, written notification of the extension explaining the circumstances requiring such extension and the date that it is anticipated that such written statement will be furnished, and shall provide such Claimant with its determination not later than 180 days after receipt of the Claimant’s claim.

In the event the claim is denied, the Company shall provide such Claimant a written statement of the Adverse Benefit Determination, as defined in paragraph (d) below. The notice of Adverse Benefit Determination shall be delivered or mailed to the Claimant by certified or registered mail to his or her last known address, which statement shall contain the following:

(i) the specific reason or reasons for Adverse Benefit Determination;

(ii) a reference to the specific provisions of the Plan upon which the Adverse Benefit Determination is based;

(iii) a description of any additional material or information that is necessary for the Claimant to perfect the claim;

(iv) an explanation of why that material or information is necessary; and

(v) an explanation of the review procedure provided below, including applicable time limits and a notice of a Claimant’s rights to bring a legal action under ERISA after an Adverse Benefit Determination on appeal.

(b) Procedures for Appealing an Adverse Benefit Determination . Within 60 days after receipt of a notice of an Adverse Benefit Determination as provided above, if the Claimant disagrees with the Adverse Benefit Determination, the Claimant, or his or her authorized representative, may request, in writing, that the Committee review his or her claim and may request to appear before the Committee for such review. If the Claimant does not request a review of the Adverse Benefit Determination within such 60-day period, he shall be barred and estopped from appealing the Company’s Adverse Benefit Determination. Any appeal shall be filed with the Committee at the address prescribed by the Committee, and it shall be considered filed on the date it is received by the addressee. In deciding any appeal, the Committee shall act in its capacity as a named Fiduciary.

The Claimant shall have the rights to:

(i) submit written comments, documents, records and other information relating to the claim for benefits;

(ii) request, free of charge, reasonable access to, and copies of all documents, records and other information relevant to his or her claim for benefits.

(c) Response on Appeal . Within 60 days after receipt by the Committee of a written application for review of a Claimant’s claim, the Committee shall notify the Claimant of its decision by delivery or by certified or registered mail to his or her last known address; provided, however, in the event that special circumstances require an extension of time for processing such application, the Committee shall so notify the Claimant of its decision not later than 120 days after receipt of such application.

In the event the Committee’s decision on appeal is adverse to the Claimant, the Committee shall issue a written notice of an Adverse Benefit Determination on Appeal that will contain all of the following information, in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the Adverse Benefit Determination on Appeal;

(ii) reference to specific plan provisions on which the benefit determination is based;

(iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the Claimant’s claim for benefits; and a statement of the Claimant’s right to bring an action under ERISA Section 502(a).

(d) Definition . As used herein, the term “Adverse Benefit Determination” shall mean a determination that results in any of the following: the denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit, including any such denial, reduction, termination, or failure to provide or make payment that is based on a determination of the Claimant’s eligibility to participate in the Plan.

(e) A Claimant may bring a legal action with respect to a claim only if (i) all procedures described above have been exhausted, and (ii) the action is commenced within ninety (90) days after a decision on review is furnished. In light of the Company’s substantial contacts with the State of Missouri, the fact that the Company is headquartered in St. Louis, Missouri, and the Company’s establishment of, and the Committee’s maintenance of, this Plan in Missouri, any legal action brought by a Claimant shall be filed and conducted exclusively in the federal courts in the Eastern District of Missouri.

9.4 Expenses . All expenses of the Committee with respect to the Plan shall be paid by the Company.

9.5 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 Plan, including Beneficiaries.

9.6 Release of Liability . By participating in the Plan, each Participant and Beneficiary automatically releases the Company, its employees, the Committee, the Board and each member of the Board from any liability due to any failure to follow the requirements of Section 409A of the Code, unless such failure was the result of an action or failure to act that was undertaken by the Company in bad faith. Further, by participating in the Plan, each Participant and Beneficiary automatically (1) releases Ralcorp Holdings, Inc., its employees, the Corporate Governance and Compensation Committee of the Board of Directors of Ralcorp Holdings, Inc., the Board of Directors of Ralcorp Holdings, Inc. and each member of such Board of Directors, and each of their affiliates, successors, predecessors, assigns, transferees, agents, counsel, plans, and insurers, from any and all liabilities in connection with the Ralcorp Holdings, Inc. Executive Savings Investment Plan and this Plan, (2) agrees to the assignment and transfer of the rights, benefits, obligations, and other liabilities pursuant to the Ralcorp Holdings, Inc. Executive Savings Investment Plan to the Company and this Plan, and (3) agrees that Ralcorp Holdings, Inc. shall not guarantee the payment of such transferred rights, benefits, obligations, and other liabilities in the event that the Plan and the Company fail to pay them or otherwise.

ARTICLE X
MISCELLANEOUS

10.1 Plan Not a Contract of Employment . The adoption and maintenance of the Plan does not constitute a contract 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 from the right of the Company to discharge any Participant at any time without regard to the effect of such discharge upon his or her rights as a Participant in the Plan.

10.2 No Rights Under Plan Except as Set Forth Herein; Unsecured General Creditor Status . Nothing in this Plan, express or implied, is intended, 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 Plan or any covenant, condition, or stipulation hereof, and all covenants, conditions and stipulations in this Plan, by or on behalf of any party, are for the sole and exclusive benefit of the parties hereto. The obligations of the Company under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future. The benefits paid under the Plan shall be paid from the general assets of the Company, and the Participants and any Beneficiary or their heirs or successors shall be unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder. Notwithstanding the foregoing, nothing in this Section shall preclude the Company, in its sole discretion, from establishing a “rabbi trust” or other vehicle in connection with the operation of this Plan, provided that no such action shall cause the Plan to fail to be an unfunded plan designed to provide deferred compensation benefits for a select group of management or highly compensated employees.

10.3 Rules . The Committee shall have full and complete discretionary authority to construe and interpret provisions of the Plan and to determine a Participant’s eligibility for benefits on a uniform, nondiscriminatory basis in similar fact situations. The Committee may adopt such rules as it deems necessary, desirable or appropriate. All rules and decisions shall be uniformly applied to all Participants in similar circumstances.

10.4 Withholding of Taxes . The Committee shall cause taxes to be withheld from an Account distributed hereunder as required by law, and shall comply with all reporting requirements applicable to amounts deferred and distributed under this Plan.

10.5 Severability . If any provision of this Plan 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 purposes of the parties in entering into this Plan.

10.6 409A Compliance . If any provision of the Plan is determined not to comply with Section 409A of the Code, the non‑compliant provisions shall be interpreted and applied in a manner that complies with Section 409A of the Code and implements the intent of the Plan as closely as possible. Notwithstanding anything to the contrary herein, except as otherwise required by Section 409A of the Code, a payment is treated as made upon the date specified under the Plan and any applicable Deferral Election if the payment is made, in the sole discretion of the Company, (i) at such date, (ii) no earlier than thirty (30) days before such date, or (iii) no later than any date thereafter within the same taxable year or, if later, by the 15 ^th day of the third month following such date.

10.7 Governing Law . The construction and operation of this Plan are governed by the laws of the State of Missouri.

10.8 Rules of Construction .

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

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

10.9 Participant Responsibility . Each Participant is responsible for reviewing the accuracy of the Company’s implementation of Deferral Elections and investment allocations. If a Participant fails to notify the Company of an improper implementation of a Deferral Election or investment allocation within thirty‑one (31) days after receiving the first statement or other communication implementing the election or allocation, the Participant is deemed to have elected the implemented Deferral Election or investment allocation.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, this amendment has been executed this 31 ^st day of July 2017.



	POST HOLDINGS, INC.

	By:	/s/ Robert V. Vitale
	Name:	Robert V. Vitale
	Title:	President and Chief Executive Officer

Exhibit 10.3

POST HOLDINGS, INC .

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

FOR KEY EMPLOYEES

(Effective August 1, 2017)

POST HOLDINGS, INC .

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

FOR KEY EMPLOYEES

(Effective as of August 1, 2017)

TABLE OF CONTENTS



		Page
PREAMBLE		1
ARTICLE I DEFINITIONS		2
1.1	“Account”	2
1.2	“Acquiring Person”	2
1.3	“Affiliate” or “Associate”	2
1.4	“Allocation Date”	2
1.5	“Beneficiary”	2
1.6	“Board”	2
1.7	“Change in Control”	2
1.8	“Code”	2
1.9	“Committee”	2
1.10	“Company”	2
1.11	“Company Matching Contributions”	2
1.12	“Continuing Director”	3
1.13	“Deferral Election”	3
1.14	“Effective Date”	3
1.15	“Eligible Employee”	3
1.16	“Executive Savings Investment Plan”	3
1.17	“Fund”	3
1.18	“Participant”	3
1.19	“Performance Based Compensation”	3
1.20	“Plan”	4
1.21	“Plan Year”	4
1.22	“Ralcorp Amounts”	4
1.23	“Retirement”	4
1.24	“Rollover Amounts”	4
1.25	“Separation from Service”	4
1.26	“SIP”	5
1.27	“Specified Distribution Date”	5
1.28	“Stock”	5
1.29	“Termination for Cause”	5
1.30	“Unforeseeable Emergency”	5
ARTICLE II PARTICIPATION IN THE PLAN		6
2.1	Eligibility	6
2.2	Commencement of Participation	6



ARTICLE III ACCOUNTS		6
3.1	Deferral Election	6
3.2	Deferral Period	7
3.3	Account Reflecting Deferred Compensation	7
3.4	Credits or Charges	7
3.5	Company Matching Deferral	8
3.6	Investment, Management and Use	9
3.7	Valuation of Stock	10
3.8	Rollover Amounts	10
ARTICLE IV FUNDS		10
4.1	Fund Selection	10
4.2	Transfer	11
ARTICLE V DISTRIBUTION OF ACCOUNT		11
5.1	Time of Distribution	11
5.2	Amount Distributed	14
5.3	Method of Distribution	14
5.4	Form of Payment	15
5.5	Distribution Upon Death	15
5.6	Designation of Beneficiary	15
5.7	Shares Available	15
ARTICLE VI NON ASSIGNABILITY		16
6.1	Non Assignability	16
ARTICLE VII VESTING		16
7.1	Vesting	16
ARTICLE VIII AMENDMENT OR TERMINATION OF THE PLAN		16
8.1	Power to Amend Plan	16
8.2	Distribution of Plan Benefits Upon Termination	16
8.3	When Amendments Take Effect	16
8.4	Restriction on Retroactive Amendments	16
ARTICLE IX PLAN ADMINISTRATION		17
9.1	Powers of the Committee	17
9.2	Indemnification	17
9.3	Claims Procedure	17
9.4	Expenses	19
9.5	Conclusiveness of Action	19
9.6	Release of Liability	19
ARTICLE X MISCELLANEOUS		20
10.1	Plan Not a Contract of Employment	20
10.2	No Rights Under Plan Except as Set Forth Herein; Unsecured General Creditor Status	20
10.3	Rules	20
10.4	Withholding of Taxes	20



10.5	Severability	20
10.6	409A Compliance	21
10.7	Governing Law	21
10.8	Rules of Construction.	21
10.9	Participant Responsibility	21

iii

POST HOLDINGS, INC .

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

FOR KEY EMPLOYEES

(Effective as of August 1, 2017)

PREAMBLE

Ralcorp Holdings, Inc. (“Ralcorp”) maintained the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees (the “Ralcorp Plan”). Ralcorp distributed on a pro rata basis to the holders of Ralcorp’s common stock at least 80% of the outstanding shares of Post Holdings, Inc. (the “Company”) common stock owned by Ralcorp (“Spin‑Off”). The Company adopted the Post Holdings, Inc. Deferred Compensation Plan for Key Employees effective January 1, 2012 (“Effective Date”), subject to the completion of the Spin‑Off. The Spin-Off was completed on February 3, 2012.

The Company adopted amendments to the Plan on each of February 1, 2012, August 24, 2012 and January 29, 2013, and the Company hereby restates this Plan effective August 1, 2017 in order to incorporate those amendments and to make certain other changes. These changes shall be effective August 1, 2017, unless otherwise stated herein.

The Plan as set out herein is intended to be an unfunded retirement plan for a select group of management or highly compensated employees which, for deferrals after December 31, 2004, meets the requirements of Section 409A of the Code. Deferrals prior to January 1, 2005 that are intended to be grandfathered under Section 409A of the Code are not governed by, covered under, or otherwise subject to the terms of this document.

ARTICLE I
DEFINITIONS

As used in this Plan, the following capitalized words and phrases have the meanings indicated, unless the context requires a different meaning:

1.2 “ Acquiring Person ” means any person or group of Affiliates or Associates who is or becomes the beneficial owner, directly or indirectly, of 20% or more of the outstanding Stock.

1.3 “ Affiliate ” or “ Associate ” shall have the meanings ascribed to such terms in Rule 12b‑2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

1.4 “ Allocation Date ” means each day the New York Stock Exchange is open for business.

1.5 “ Beneficiary ” means the person or persons designated by a Participant, or otherwise entitled, to receive any amount credited to his Account that remains undistributed at his death.

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

1.7 “ Change in Control ” means the time when (a) any person, either individually or together with such person’s Affiliates or Associates, shall become the beneficial owner, directly or indirectly, of more than 50% of the outstanding Stock or (b) during any twelve (12) month period individuals who shall qualify as Continuing Directors shall have ceased for any reason to constitute at least a majority of the Board; provided, however, that in the case of clause (b), a Change in Control shall not be deemed to have occurred if the event shall have been approved prior to the occurrence thereof by a majority of the Continuing Directors who shall then be members of the Board. Notwithstanding anything to the contrary, an event shall not be a Change in Control if it is also not a “change in the ownership of a corporation” or a ‘change in effective control of a corporation” as such terms are defined in Section 409A of the Code.

1.8 “ Code ” means the Internal Revenue Code of 1986 and the regulations promulgated thereunder, as amended from time to time.

1.9 “ Committee ” means the Corporate Governance and Compensation Committee of the Board or its delegee.

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

1.11 “ Company Matching Contributions ” means the Company contributions described in Section 3.5.

1.12 “ Continuing Director ” means any member of the Board of Directors of Post Holdings, Inc., while such person is a member of such Board, who is not an Affiliate or Associate of an Acquiring Person or of any such Acquiring Person’s Affiliate or Associate and was a member of such Board prior to the time when such Acquiring Person became an Acquiring Person, and any successor of a Continuing Director, while such successor is a member of such Board, who is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person or a representative or nominee of an Acquiring Person or of any Affiliate or Associate of such Acquiring Person and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.

1.13 “ Deferral Election ” means, except as otherwise provided by the Company, an agreement between a Participant and the Company under which the Participant agrees to a deferral of his annual bonus, Performance‑Based Compensation or other compensation in accordance with Section 3.1 as follows:

(a) a specified percentage (from 1% to 100%) of a Participant’s bonus, Performance‑Based Compensation or other compensation; or

(b) all of a Participant’s bonus, Performance‑Based Compensation or other compensation up to a specified dollar amount.

1.14 “Effective Date” means January 1, 2012.

1.15 “ Eligible Employee ” means an employee of the Company, or except as provided below an employee of a subsidiary of the Company, who is a member of a select group of management or highly compensated employees and who is eligible to receive a bonus, Performance‑Based Compensation or other compensation, in the discretion of the Committee, from the Company or from a subsidiary of the Company. An employee of a subsidiary of the Company shall not be an Eligible Employee unless the Chief Executive Officer of the Company has extended this Plan to such subsidiary.

1.16 “ Executive Savings Investment Plan ” means the Post Holdings, Inc. Executive Savings Investment Plan.

1.17 “ Fund ” means one or more of the measurement investment funds available under the Plan for purposes of crediting or debiting hypothetical investment gains and losses to the Accounts of Participants. The investment funds available under the Plan shall be identical to the extent possible to those approved by the Employee Benefit Trustees Committee under the SIP. Each Fund shall be subject to all terms, conditions and fees established from time to time by the Fund sponsor.

1.18 “ Participant ” means any Eligible Employee who satisfies the conditions for participation in the Plan set forth in Section 2.1. In addition, Participant means any current or former employee of the Company or its subsidiaries whose name is listed on Appendix I hereto, to the extent an Account is credited with Ralcorp Amounts on behalf of such individual under this Plan.

1.19 “ Performance‑Based Compensation ” means Compensation that constitutes performance‑based compensation as defined by Section 409A of the Code.

1.20 “ Plan ” means the Post Holdings, Inc. Deferred Compensation Plan for Key Employees, as originally adopted and as from time to time amended.

1.21 “ Plan Year ” means the accounting year of the Plan, which ends on December 31.

1.22 “ Ralcorp Amounts ” means amounts credited to the Plan in accordance with Section 3.3.

1.23 “ Retirement ” means an Employee’s Separation from Service following attainment of age 62.

1.24 “ Rollover Amounts ” means amounts credited to the Plan in accordance with Section 3.8.

1.25 “ Separation from Service ” means the date a Participant separates from service within the meaning of Section 409A of the Code. Generally, a Participant separates from service if the Participant dies, retires, or otherwise has a termination of employment with the Company determined in accordance with the following:

(a) Leaves of Absence . The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or, if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6) month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty‑nine (29) month period of absence shall be substituted for such six (6)‑month period.

(b) Dual Status . Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in the Code, to be treated as having a separation from service. However, if a Participant provides services to the Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Plan pursuant to Section 409A of the Code, then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Plan.

(c) Termination of Employment . Whether a termination of employment constitutes a Separation from Service is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor, except as provided in Section 1.25(b) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in Section 1.25(b) over the immediately preceding thirty‑six (36)‑month period (or the full period of services to the Company if the Participant has been providing services to the Company less than thirty‑six (36) months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (c), the Participant is treated as providing bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this subsection (c) (including for purposes of determining the applicable thirty‑six (36)‑month (or shorter) period). For the avoidance of doubt, no Participant shall be treated as incurring a Separation from Service, termination of employment, retirement, or other similar event for purposes of determining the right to distribution, vesting, benefits, or any other purpose under the Plan as a result of the Spin‑Off (as defined in the Preamble).

(d) Service with Related Companies . For purposes of determining whether a Separation from Service has occurred, the “Company” shall include the Company or a subsidiary, as applicable, and any other entity that is aggregated with the Company or such subsidiary pursuant to Sections 414(b) or (c) of the Code.

1.26 “ SIP ” means the Post Holdings, Inc. Savings Investment Plan.

1.27 “ Specified Distribution Date ” means, for deferrals made on or after August 1, 2017, a date specified by a Participant in his Deferral Election for the payment of such Participant’s Account (or subaccount, as applicable) relating to such Deferral Election.

1.28 “ Stock ” means the Company’s $.01 par value common stock or any such other security outstanding upon the reclassification of the Company’s common stock, including, without limitation, any Stock, split‑up, Stock dividend, or other distributions of stock in respect of Stock, or any reverse Stock split‑up, or recapitalization of the Company or any merger or consolidation of the Company with any Affiliate, or any other transaction, whether or not with or into or otherwise involving an Acquiring Person.

1.29 “ Termination for Cause ” means a Participant’s termination of employment with the Company because the Participant willfully engaged in gross misconduct; provided, however, that a “Termination for Cause” shall not include a termination attributable to:

(a) poor work performance, bad judgment or negligence on the part of the Participant; or

(b) an act or omission reasonably believed by the Participant in good faith to have been in or not opposed to the best interests of his employer and reasonably believed by the Participant to be lawful.

1.30 “ Unforeseeable Emergency ” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152 of the Code without regard to 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee will determine the existence of an Unforeseeable Emergency, based on the supporting facts, circumstances, and documentation provided by the Participant.

ARTICLE II
PARTICIPATION IN THE PLAN

2.1 Eligibility . Participation in the Plan shall be limited to Eligible Employees. If the Committee determines that a Participant no longer qualifies as being a member of a select group of management or highly compensated employees, the Participant shall cease to be eligible to make Deferral Elections, but will continue to participate in the Plan with respect to existing amounts credited to his Account. A Committee determination that a Participant is no longer eligible may not result in a mid‑year rescission of a Deferral Election.

2.2 Commencement of Participation . To participate in the Plan, an Eligible Employee shall defer a bonus, Performance‑Based Compensation or other compensation earned during a Plan Year by making a Deferral Election with respect to such bonus, Performance‑Based Compensation or other compensation, in the manner set forth in Section 3.1.

ARTICLE III
ACCOUNTS

3.1 Deferral Election

(a) Annual Bonus . Prior to each Plan Year, a Participant may execute a Deferral Election under which he may elect to defer all or a portion of his annual bonus earned during such Plan Year. A Deferral Election is irrevocable upon the beginning of the Plan Year (or the period otherwise described below in this Section 3.1(a)) to which it applies or, if earlier, the date prescribed on the Deferral Election. Notwithstanding the foregoing, in the discretion of the Committee or its designee, an individual who first becomes an Eligible Employee subsequent to the first day of any Plan Year (and was not previously eligible to participate in a plan which is treated with this Plan as one plan under Section 409A of the Code) may make a Deferral Election, applicable to the period from the Eligible Employee’s initial entry date to the end of the Plan Year, provided the Deferral Election is made within 30 days after becoming an Eligible Employee and prior to the performance of services by a Participant for the period covered by the election. Each Deferral Election shall be in a form designated by the Committee. With respect to each Deferral Election made on or after August 1, 2017, a Participant may elect to allocate deferrals to separate subaccounts, and with respect to each such subaccount the Participant may make an election with respect to Fund selections pursuant to Article IV, an election with respect to method of distribution events pursuant to Article V, and an election with respect to method of payment pursuant to Article V, in each case which elections may differ and need not be the same among subaccounts. For any one Plan Year, a Participant may allocate deferrals to a maximum of two separate Plan subaccounts.

(b) Performance‑Based Compensation . Notwithstanding subsection (a) above, in the case of a Deferral Election to defer compensation which is Performance‑Based Compensation, as defined herein, a Deferral Election must be made no later than the date (as determined by the Committee) that is six months before the end of the performance period, provided that (1) the Participant continuously performs services from the later of the beginning of the performance period or the date the performance criteria are established through the date the Participant makes his Deferral Election and (2) the Performance‑Based Compensation is not substantially certain to be paid and is not readily ascertainable as of the date of such Deferral Election.

(c) Other Compensation . Notwithstanding subsections (a) and (b) above, in the discretion of the Committee, a Participant may execute a Deferral Election with respect to certain forfeitable rights in a manner consistent with Section 409A including: (1) a legally binding right to a payment of other compensation in a subsequent year provided that, (2) the payment of compensation is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, (3) the Deferral Election is made within 30 days after the Participant obtains the legally binding right to the compensation, and (4) the Deferral Election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse.

3.2 Deferral Period . A Participant shall specify on a distribution election form approved by the Committee, on or before the Deferral Election the time(s) the bonus, Performance‑Based Compensation or other compensation shall be paid, in accordance with and subject to Article V.

3.3 Account Reflecting Deferred Compensation . The Committee shall establish and maintain a separate Account and, as needed to give effect to Section 3.1, subaccounts for each Participant which shall reflect the amount of the Participant’s total contributions under this Plan and all credits or charges under Section 3.4 from time to time. All amounts credited or charged to a Participant’s Account hereunder shall be in a manner and form determined within the sole discretion of the Committee. The amount of a Participant’s annual bonus, Performance‑Based Compensation or other compensation deferred by a Deferral Election shall be credited, less any applicable taxes and withholdings, to the Participant’s Account as soon as administratively practicable. The amount credited to an account under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees as of the Spin‑Off with respect to a Participant listed on Appendix I shall be credited to such Participant’s Account as Ralcorp Amounts under this Plan in a separate bookkeeping sub‑account and shall include earnings and losses credited pursuant to Section 3.4. Ralcorp Amounts shall be invested in accordance with Section 3.6 and Article IV and distributed in accordance with Article V. On and after the Spin‑Off, the Company shall assume all liabilities relating to the Ralcorp Amounts, and Ralcorp Holdings, Inc. and its affiliates shall have no liability therefor.

3.4 Credits or Charges

(a) Earnings or Losses . As of each Allocation Date during a Plan Year, a Participant’s Account (including any subaccounts, as applicable) shall be credited or debited with earnings or losses, if any, equal to the earnings, gain or loss on the Funds indicated as preferred by a Participant for the Plan Year or for the portion of such Plan Year in which the Account (or subaccount, as applicable) is deemed to be invested.

(b) Balance of Account . As of each Allocation Date, the amount credited to a Participant’s Account (including any subaccounts, as applicable) shall be the amount credited to his Account (or subaccount, as applicable) as of the immediately preceding Allocation Date, plus the Participant’s contribution credits since the immediately preceding Allocation Date, minus any amount that is paid to or on behalf of a Participant pursuant to this Plan subsequent to the immediately preceding Allocation Date, plus or minus any hypothetical investment gains or losses determined pursuant to Section 3.4(a) above.

3.5 Company Matching Deferral

(a) Committee Discretion . The Committee may determine that a Company matching contribution described in this Section 3.5 shall be made with respect to Participant deferrals for any specific fiscal year of the Company. Absent such determination with respect to any such fiscal year deferrals, no Participant shall be entitled to the Company matching contribution described herein. The amount of matching contribution shall be equal to a percentage (as determined by the Committee) of a Participant’s compensation that is deferred pursuant to such Deferral Election and credited to the Post Holdings, Inc. Common Stock Fund, up to a maximum percentage of Participant’s compensation as determined by the Committee. Such Company matching contributions and all earnings thereon are hereinafter referred to as “Company Matching Contributions.” Company Matching Contributions for a Participant shall be credited to the Participant’s Matching Contributions Account at the same time as Deferral Election amounts are credited pursuant to Section 3.3. Notwithstanding anything herein to the contrary, in no event shall a Company Matching Contribution be made with respect to a deferral that was initially credited to a Fund other than the Post Holdings, Inc. Common Stock Fund, including any amount transferred from another Fund into the Post Holdings, Inc. Common Stock Fund.

(b) Vesting . Vesting for Company Matching Contributions shall be governed by this paragraph:

(i) A Participant’s Company Matching Contribution and related hypothetical earnings shall not vest until the Participant has been employed by the Company for a period of at least five years following the relevant date of crediting with respect to such Company Matching Contribution. Prior service recognized for vesting purposes under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees as of the Spin‑Off shall be counted as years of service for vesting under this Plan.

The non‑vested portion of a Participant’s Company Matching Contributions shall be forfeited upon a Participant’s Separation from Service; provided, however, that (a) if a Participant’s Separation from Service is by reason of Retirement, the Participant’s otherwise non‑vested Company Matching Contributions and related hypothetical earnings shall be deemed 100% vested if the Participant’s Company Matching Contributions have been invested in the Post Holdings, Inc. Common Stock Fund for at least one year from the date the Company credited the Company Matching Contributions to the Participant’s Matching Contributions Account; or (b) if a Participant becomes disabled, as is determined by the Committee, or the Participant’s Separation of Service is by reason of death or involuntary termination other than Termination for Cause, the Participant’s otherwise non‑vested Company Matching Contributions and related hypothetical earnings shall be deemed 100% vested.

(ii) In addition, if at any time prior to the date that is two years after a Participant’s Separation from Service prior to age 62, the Committee determines that the Participant has engaged in competition with the Company or any Affiliate or has engaged in any activity or conduct contrary to the best interests of the Company or an Affiliate, the Participant’s right to his or her Company Matching Contributions Account shall be forfeited and the Participant shall promptly, upon written demand by the Company, remit to the Company all amounts paid to him or her upon termination. The determination that a Participant is engaging in competition with the Company or an Affiliate shall be made by the Committee in its sole and absolute discretion. In exercising its discretion, the Committee shall consider, among other factors, the nature of the competitive activity, the potential harm to the Company or an Affiliate which may result from the competitive activity, the Participant’s ability to find noncompetitive employment and the Participant’s financial need. Upon request, the Committee shall advise a Participant whether it deems an activity in which the Participant proposes to engage to be a competitive activity.

(iii) Notwithstanding the above, however, upon a Change in Control there will be no forfeiting of Company Matching Contributions in the event of a Participant’s engaging in competition with the Company. Notwithstanding anything else contained herein, in the event of a Change in Control, Company Matching Contributions and related hypothetical earnings shall vest in their entirety and shall not be subject to forfeiture.

(iv) Matching contributions under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees credited as Ralcorp Amounts shall be subject to the foregoing vesting provisions of this Section as though such matching contributions were Company Matching Contributions under this Plan, provided that the original date of crediting under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees with respect to such matching contributions shall be deemed to be the relevant date of crediting for purposes of determining any vesting under this Plan.

(c) Investment of Company Matching Contributions . All Company Matching Contributions credited to a Participant shall be deemed to be invested in the Post Holdings, Inc. Common Stock Fund.

(d) Form of distribution . Any distribution with respect to Company Matching Contributions that remain invested in the Post Holdings, Inc. Common Stock Fund shall be in Stock, with cash for any fractional shares, unless the Committee in its discretion changes the form of distribution to all cash or any other combination of Stock and cash.

(e) Change in Control . Upon a Change in Control, all amounts notionally invested in the Post Holdings, Inc. Common Stock Fund, if any, shall be immediately converted to the Fund that is a target retirement fund.

3.6 Investment, Management and Use . Subject to Section 10.2 below, the Company shall have sole control and discretion over the investment, management and use of all amounts credited to a Participant’s Account until such amounts are distributed pursuant to Article V. Notwithstanding any other provision of this Plan or any notice, statement, summary or other communication provided to a Participant that may be interpreted to the contrary, the Funds are to be used for measurement purposes only, and a Participant’s election of any such Fund, the determination of credits and debits to his Account based on such Funds, the Company’s actual ownership of such Funds, and any authority granted under this Plan to a Participant to change the investment of the Company’s assets, if any, may not be considered or construed in any manner as an actual investment of the Account in any such Fund or to constitute a funding of this Plan.

3.7 Valuation of Stock . In any situation in which it is necessary to value Stock, the value of the Stock shall be the closing price as reported by the New York Stock Exchange—Composite Transactions on the date in question, or, if the Stock is not quoted on such composite tape or if the Stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the Stock is listed, or if the Stock is not listed on any such exchange, the average of the closing bid quotations with respect to a share of the Stock during the ten (10) days immediately preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of the Stock as determined by a majority of the Continuing Directors in good faith.

3.8 Rollover Amounts . If the Company acquires an operation that sponsored a nonqualified deferred compensation plan under which Participants have accounts, the amount credited to a Participant’s account under such acquired operation’s nonqualified deferred compensation plan may, in the sole and absolute discretion of the Company, be credited to the Participant’s Account under this Plan in a separate bookkeeping subaccount and shall include earnings and losses credited pursuant to Section 3.4. Rollover Amounts shall be invested in accordance with Sections 3.6 and Article IV and distributed in accordance with Article IV.

ARTICLE IV
FUNDS

4.1 Fund Selection . Except for (a) any amounts a Participant has elected to be distributed at the time specified in Section 5.1(a)(i)(D), (b) any amounts a Participant has elected to be distributed in a single payment in the second January that follows the date of the Deferral Election pursuant to Section 5.1(a)(ii)(B), and (c) and Company Matching Contributions described in Section 3.5, the rate at which earnings and losses shall be credited to a Participant’s Account (including any subaccounts, as applicable) shall be determined in accordance with one or more Funds selected by the Participant; if a Participant does not select a Fund, the applicable Fund shall be the Fund that is a target retirement fund. Amounts described in Section 4.1(a) and 4.1(b) shall be credited earnings at the rate of the Fund which is a target retirement fund, and amounts described in Section 4.1(c) shall be credited earnings as described in Section 3.5(c), subject to Section 4.2(b). Notwithstanding anything to the contrary, (x) with respect to Deferral Elections made prior to August 1, 2017, a Participant shall have one election in effect at any given time that applies to Fund selections under both this Plan and the Executive Savings Investment Plan, and the most recent Fund selection under either this Plan or the Executive Savings Investment Plan shall apply to and shall supersede any previous Fund selection under the other plan, and (y) with respect to Deferral Elections made on or after August 1, 2017, Participants may have one Fund selection election in effect with respect to one or more subaccounts but such election need not be the same among all subaccounts, provided, however, that with respect to Fund selections made on or after August 1, 2017 pursuant to any Deferral Election, no such Fund selection election under this Plan shall affect such election under any other plans. Fund selections recognized under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees immediately prior to the Spin‑Off shall be recognized under this Plan until superseded or otherwise changed in accordance with this Plan; provided however, that Ralcorp Amounts deemed invested in the Ralcorp Holdings, Inc. stock fund immediately prior to the Spin‑Off shall be deemed invested in a Fund selected by the Committee until the Participant elects a replacement Fund (if and to the extent permitted by the Committee). For the avoidance of doubt, except as expressly provided herein to the contrary, the Committee shall not be required to make available under the Plan any specific measurement investment fund, any specific type of measurement investment fund, or any specific number of measurement investment funds, and may, in its sole discretion, remove any Fund at any time. If a Fund elected by a Participant is removed, a replacement Fund selected by the Employee Benefit Trustees Committee under the SIP shall apply in its place until the Participant elects a replacement Fund. For purposes of calculating earnings and losses attributable to a Fund, any amount shall be deemed to be invested in the Fund as of the date determined appropriate by the Committee.

4.2 Transfer . Subject to any limitations set forth herein and/or established by the Committee from time to time, a Participant may transfer amounts between Funds as of the close of each business day. The Committee has discretion to set any limitations on any such transfer as it deems necessary or desirable under applicable laws and regulations or to ensure the orderly operation of the Plan. With respect to the Post Holdings, Inc. Common Stock Fund, the following limitations shall apply:

(a) Amounts transferred from a Fund into the Post Holdings, Inc. Common Stock Fund may not be transferred out of the Post Holdings, Inc. Common Stock Fund;

(b) Amounts deferred and directed into the Post Holdings, Inc. Common Stock Fund that are subject to a Company Matching Contribution and the related vested Company Matching Contribution may be exchanged between the Post Holdings, Inc. Common Stock Fund and any other Fund but such ability to transfer does not alter the vesting requirements of the Plan; and

(c) All other amounts deferred directly into the Post Holdings, Inc. Common Stock Fund may not be transferred to any other Fund.

ARTICLE V
DISTRIBUTION OF ACCOUNT

5.1 Time of Distribution .

(a) General .

(i) With respect to Deferral Elections made prior to August 1, 2017, the payment of the vested amount credited to a Participant’s Account shall be made or commence upon the occurrence of the earlier of the following:

(A) a Change in Control of the Company (to the extent provided in an election form);

(B) Separation from Service;

(C) A specified date which is the last day of a calendar month that is at least three years after the date the bonus would have been paid in the absence of the Deferral Election, the performance period ends, or the forfeiture condition lapses, as applicable; or

(D) The January of the year following the year the bonus would have been paid in the absence of the Deferral Election, the performance period ends, or the forfeiture condition lapses, as applicable.

(A) Separation from Service; or

(B) the Specified Distribution Date specified in the Participant’s Deferral Election; provided, however, that, the Participant must select from among the available Specified Distribution Date(s) designated by the Committee and set forth in the Deferral Election, which such Specified Distribution Date(s) may not occur (1) earlier than the second January that follows the date of the Deferral Election (or such later date as required by Section 409A of the Code), and (2) later than the December of the year in which the 20th anniversary of the Deferral Election occurs.

(b) Specified Employee . Notwithstanding any provision of the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no portion of his or her Account (including any subaccount) that would otherwise be distributed as a result of a Separation from Service shall be distributed on account of a Separation from Service before the earlier of (a) the date which is six (6) months following the date of the Participant’s Separation from Service, or (b) the date of death of the Participant. Amounts that would have been paid during the delay will be paid on the first business day following the end of the six month delay.

(c) Deferred Time of Payment . In the discretion of the Committee, a Participant may elect to modify the form and time at which payment of the benefits credited to his Account and each subaccount shall be paid, in accordance with the following:

(i) any such election must be received by the Committee or its designee no less than twelve (12) months prior to the Participant’s scheduled payment date (or, in the case of annual installments pursuant to Section 5.3(b) or 5.3(c), twelve (12) months prior to the date the first amount was scheduled to be paid), if applicable;

(ii) the election shall not take effect until twelve (12) months after the date on which the new election is made; and

(iii) the payment with respect to which such election is made is deferred for a period of not less than 5 years from the date the payment otherwise would have been made (or in the case of annual installments pursuant to Section 5.3(b) or (c), 5 years from the date the first amount was scheduled to be paid) pursuant to the terms of the initial Deferral Election and not later than the December of the year in which the 20th anniversary of the date of the initial Deferral Election occurs.

The Committee, in its discretion, may limit the number of times a Participant may modify his elected time of payment of the benefits credited to his Account and each subaccount and establish such other limitations as it deems advisable for the proper administration of the Plan.

(d) Rollover Amounts . Notwithstanding anything to the contrary, but subject to Section 5.1(b), a Participant’s Rollover Amounts shall be distributed at the time determined in accordance with the terms of the nonqualified deferred compensation plan sponsored by the acquired operation as of the date each such Rollover Amount became credited under this Plan as a Rollover Amount.

(e) Ralcorp Elections . Notwithstanding anything to the contrary, but subject to Section 5.1(b), Ralcorp Amounts shall be distributed at the time determined in accordance with the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees as of the Spin‑Off. Distribution elections effective under such plan as of the Spin‑Off with respect to Participants listed on Appendix I shall be recognized under this Plan, subject to permitted modifications as described herein.

Notwithstanding anything to the contrary, with respect to Deferral Elections made prior to August 1, 2017, a Participant shall have one election in effect at any given time that applies to distributions under both this Plan and under the Executive Savings Investment Plan, and the most recent distribution election under either this Plan or the Executive Savings Investment Plan shall apply to and shall supersede any previous distribution elections under the other plan. With respect to Deferral Elections made on or after August 1, 2017, (A) Participants may have one election with respect to the timing of a distribution in effect with respect to one or more subaccounts but such election need not be the same among all subaccounts, and (B) none of a Participant’s elections with respect to the timing of a distribution under this Plan shall affect such elections under any other plans.

Any Company Matching Contributions shall be distributed at the time(s) designated by the Committee when the Committee determines that such contributions shall made with respect to Participant deferrals for any specific fiscal year of the Company.

5.2 Amount Distributed . Subject to Section 3.8, the amount distributed to a Participant shall be determined as of the Allocation Date as of which distribution is made, or as of the most recent Allocation Date preceding the date as of which distribution is made, pursuant to the Committee’s practice for different methods of distributions, with actual payment occurring as soon as practicable thereafter.

5.3 Method of Distribution . Distributions to a Participant under this Plan with respect to Deferral Elections made prior to August 1, 2017, shall be as set forth in this Section 5.3. Distributions with respect to amounts distributed pursuant to Sections 5.1(a)(i)(C) and (D) shall be in a single payment in the form(s) determined pursuant to Section 5.4 and distributions with respect to a deferral until Separation from Service or a Change in Control may be made in any of the following forms as specified by the Participant on his Deferral Election Form, subject to change pursuant to Section 5.1(c):

(a) Single payment in the form(s) determined pursuant to Section 5.4;

(b) Annual installments over five years; or

With respect to Deferral Elections made on or after August 1, 2017, with respect to each of a Participant’s subaccounts, pursuant to a Deferral Election a Participant may elect one of the methods of distribution set forth in (a) through (c) above.

Notwithstanding anything to the contrary, (x) with respect to Deferral Elections made on or after August 1, 2017, the method of distribution shall be a lump sum for any payment triggered by a Change in Control, and (y) the Company may elect to pay a Participant’s Account in a lump sum if the balance does not exceed the dollar amount under Section 402(g)(1)(B) of the Code ($18,000 for 2017), and if the payment results in the termination and liquidation of the Participant’s entire interest under the Plan, and any other plans that are treated with this Plan as one plan under Section 409A of the Code. Distribution election forms in effect under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees immediately prior to the Spin‑Off for Participants listed on Appendix I shall be recognized under this Plan, subject to permitted modifications as described herein.

Any Company Matching Contributions shall be distributed in the form(s) designated by the Committee when the Committee determines that such contributions shall made with respect to Participant deferrals for any specific fiscal year of the Company.

5.5 Distribution Upon Death . If a Participant dies before completing the payment of his Account (including any subaccount), the unpaid Account balance shall be paid to a Participant’s designated Beneficiary in a single payment in the form(s) determined pursuant to Section 5.4 within sixty (60) days following the Participant’s date of death.

5.6 Designation of Beneficiary . A Participant shall designate a Beneficiary on a form to be supplied by the Committee. The Beneficiary designation may be changed by the Participant at any time, but any such change shall not be effective until the Beneficiary designation form completed by the Participant is delivered to and received by the Committee. In the event that the Committee receives more than one Beneficiary designation form from the Participant, the form bearing the most recent date shall be controlling. If the Committee 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. The beneficiary designation, if any, in effect under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees immediately prior to the Spin‑Off with respect to Participants listed on Appendix I shall be recognized under this Plan and shall be deemed the Participant’s valid Beneficiary designation hereunder, subject to permitted changes as described herein.

5.7 Shares Available . Subject to the provisions of this section, the maximum number of shares of Stock that may be delivered to Participants and beneficiaries under the Plan shall be 1,000,000. The shares of Stock with respect to which distributions may be made under the Plan shall be shares of Stock currently authorized but unissued or currently held or subsequently acquired by the Company as treasury shares of Stock, including shares of Stock purchased in the open market or in private transactions. The Company shall make automatic and appropriate adjustments in the aggregate number and type of securities that may be issued, represented, and available for delivery to Participants and beneficiaries under the Plan to give effect to adjustments made in the number or type of shares through a dissolution or liquidation of the Company, a sale of substantially all of the assets of the Company, a merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, a statutory share exchange involving capital stock of the Company, a divestiture, distribution of assets to shareholders (other than ordinary cash dividends), reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock compensation or exchange, rights offering, spin-off or other relevant change, provided that fractional shares of Stock shall be rounded to the nearest whole share of Stock, for which purpose one-half share shall be rounded down to the nearest whole share.

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 his Account (including any subaccount) until his Account is actually distributed to a Participant or his Beneficiary. The portion of the Account which has not been distributed shall not be subject to attachment, garnishment or execution for the payment of any debts, judgments, alimony or separate maintenance and shall not be transferable by operation of law in the event of bankruptcy or insolvency of a Participant or a Participant’s Beneficiary.

ARTICLE VII
VESTING

7.1 Vesting . Each Participant shall be fully (100%) vested in his Account (including any subaccount) balance attributable to Deferral Elections at all times. Vesting with respect to Company Matching Contributions and other matching contributions credited as Ralcorp Amounts is described in Section 3.5.