NON-QUALIFIED STOCK OPTION AGREEMENT
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RALSTON PURINA COMPANY (the "Company"), effective September 21, 2000,
grants this Non-Qualified Performance Stock Option to ____________ ("Optionee")
to purchase a total of 2,500 shares of Common Stock of the Company ("Stock") at
a price of $22.25 per share pursuant to its 1999 Incentive Stock Plan (the
"Plan"). Subject to the provisions of the Plan and the following terms,
Optionee may exercise this Option from time to time by tendering to the Company
written notice of exercise together with the purchase price in cash, or in
shares of Stock which have been held by Optionee at least six months, at their
Fair Market Value as determined by the Board, or both.
1. Normal Exercise. This Option becomes exercisable on September 21, 2002
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and remains exercisable through September 20, 2010, unless Optionee is no
longer serving as a Director of the Company, in which case the Option is
exercisable only in accordance with the provisions of paragraph 3 below.
2. Acceleration. Notwithstanding the above, any shares not previously
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forfeited under this Option will become fully exercisable before the normal
exercise date set forth in paragraph 1 hereof upon the occurrence of any of the
following events while Optionee is serving on the Board:
a. Death of Optionee;
b. Declaration of Optionee's total and permanent
disability;
c. Retirement, resignation or other termination from the Board
of Directors of the Company; or
d. Change of Control of the Company.
3. Exercise After Certain Events. Upon the occurrence of any of the
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events described below, any shares that are exercisable on the date of such
occurrence shall remain exercisable during the period stated below, but, in
any event, not later than September 20, 2010:
a. Upon Optionee's retirement, resignation or other termination
from the Board of Directors, declaration of total and permanent
disability or death, such shares that are exercisable shall
remain exercisable for five years after such event;
b. When, prior to a Change of Control, there has been a
declaration of forfeiture pursuant to Section IV of the Plan
because Optionee engages in competition with the Company or
an Affiliate, or Optionee engages in any activity or conduct
contrary to the best interests of the Company or any
Affiliate, such shares that are then exercisable shall remain
exercisable for seven days after such declaration; or
c. After a Change of Control, if Optionee engages in competition
with the Company or an Affiliate, or Optionee engages in any
activity or conduct contrary to the best interests of the Company
or any Affiliate, such shares that are then exercisable shall
remain exercisable for seven days after a declaration that any
of such events has occurred.
4. Forfeiture. Prior to a Change of Control, this Option is subject to
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forfeiture for the reasons set forth in Section IV.A. 3 or 4 of the Plan. If
there is a declaration of forfeiture, those shares that are exercisable at the
time of the declaration may be exercised as set forth in paragraph 3 hereof;
and all other shares are forfeited.
5. Definitions. Unless otherwise defined in this Non-Qualified Stock
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Option Agreement, defined terms used herein shall have the same meaning as set
forth in the Plan.
"Change of Control" shall occur when (i) a person, as defined
under the securities laws of the United States, acquires beneficial
ownership of more than 50% of the outstanding voting securities of the
Company; or (ii) the directors of the Company immediately before a
business combination between the Company and another entity, or a
proxy contest for the election of directors, shall, as a result
thereof, cease to constitute a majority of the Board of Directors of the
Company or any successor to the Company.
6. Severability. The invalidity or unenforceability of any provision
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hereof in any jurisdiction shall not affect the validity or enforceability
of the remainder hereof in that jurisdiction, or the validity or enforceability
of this Option, including that provision, in any other jurisdiction. To
the extent permitted by applicable law, the Company and Optionee each waive
any provision of law that renders any provision hereof invalid, prohibited or
unenforceable in any respect. If any provision of this Option is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the parties to the extent
possible.
ACKNOWLEDGED AND ACCEPTED: RALSTON PURINA COMPANY
By: By:
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-------------------------------- Date: September 21, 2000
Date:
