Exhibit 10.23
August 7, 2000
William P. Stiritz
3 St. Andrews Drive
St. Louis, Missouri 63124
Dear Mr. Stiritz:
Agribrands International, Inc. (the "Company") and Ralcorp Holdings, Inc.
("Ralcorp") propose to enter into an Agreement and Plan of Reorganization (the
"Reorganization Agreement"), a draft of which has been provided to you, pursuant
to which the Company and Ralcorp will form a holding company (the "Holding
Company") and the Company and Ralcorp will each merge with separate wholly owned
subsidiaries of Holding Company so as to become subsidiaries of Holding Company
(the "Reorganization").
This letter sets forth certain agreements between you, the Company and
Ralcorp with respect to your anticipated position on the Holding Company's Board
of Directors and with respect to the "Change in Control" provisions contained in
the 1998 Incentive Stock Plan pursuant to which Non-Qualified Stock Option
Agreements between you and the Company were entered into (the "Option
Agreements"), and whereby you received options to purchase 1,500,000 shares of
common stock of the Company (the "Company Options").
In considering whether to recommend the proposed Reorganization, the
respective Special Committees of the Company and Ralcorp have indicated their
desire for you to agree to serve as the Executive Chairman of the Board of
Directors of Holding Company. In addition, the respective Special Committees
have requested your agreement that the proposed Reorganization does not
constitute a Change in Control as defined in the Option Agreements, and in
particular, that the vesting of all outstanding Company Options held by you
immediately prior to the effectiveness of the Reorganization will not be
accelerated as a result thereof, notwithstanding any provisions to the contrary
in the Option Agreements.
In order to induce the Special Committees and the Boards of Directors of
the Company and Ralcorp to approve and recommend the Reorganization, you have
indicated your willingness to enter into such agreements. Consequently, the
Company Options will vest under the terms of the Option Agreements as if the
Reorganization did not constitute a Change in Control, and will become options
to purchase common stock of Holding Company pursuant to Section 7 of the Option
Agreements.
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This letter is for the benefit of and is binding upon you and your legal
representatives and successors, the Company and its successors and assigns, and
Ralcorp and its successors and assigns. Please acknowledge your acceptance and
agreement with the terms of this letter by signing and dating in the space below
and returning one copy to the Company, after which time this letter shall
constitute a binding agreement.
Agribrands International, Inc. Ralcorp Holdings, Inc.
By:___________________________ By:___________________________
Name: David R. Wenzel Name: Joe R. Micheletto
Title: Chief Financial Officer Title: Chief Executive Officer
Accepted and agreed,
______________________________________
W.P. Stiritz August 7, 2000
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