ELECTION OF DIRECTORS

(Proxy Item No. 1)

The terms of ~~two~~three current directors (Messrs. ~~Curl~~Stiritz, Brown and ~~Skarie)~~Callison) will expire at the ~~2016~~2018 annual meeting. Our ~~board~~Board of ~~directors~~Directors has nominated Messrs. ~~Curl~~Stiritz, Brown and ~~Skarie~~Callison for election for a three-year term that will expire in ~~2019.~~2021. The ~~board~~Board of ~~directors~~Directors is not aware that ~~either~~any of these nominees will be unwilling or unable to serve as a director. Each nominee has consented to be named in the proxy statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes us to vote for a replacement nominee if the ~~board~~Board of ~~directors~~Directors names one. As an alternative, the ~~board~~Board of ~~directors~~Directors may reduce the number of directors to be elected at the meeting. Proxies may not be voted for a greater number of persons than the nominees presented.

Each nominee is currently a director. ~~Each of these directors was~~Messrs. Stiritz, Brown and Callison were elected to the ~~board~~Board on February 3, 2012, immediately after the separation from Ralcorp Holdings, Inc. (“Ralcorp”) was completed.

The persons named on the proxy card intend to vote the proxy representing your shares for the election of Messrs. ~~Curl~~Stiritz, Brown and ~~Skarie,~~Callison, unless you indicate on the proxy card that the vote should be withheld or you indicate contrary directions. If you deliver the proxy card without giving any direction, the persons named on the proxy card will vote the proxy representing your shares FOR the election of the ~~nominee~~nominees named on the proxy card.

~~If a nominee is unavailable to serve as a director, your proxies may vote for another nominee proposed by the board~~The Board of ~~directors, or the board may reduce the number of directors to be elected at the annual meeting.~~

~~The board of directors~~Directors unanimously recommends a vote “FOR” each of these nominees.

Information about the Current Directors and Nominees for Election to the Board of Directors

Board Composition

We believe that our directors should possess the highest personal and professional integrity and values and be committed to representing the long-term interests of our ~~stakeholders.~~shareholders. We further believe that the backgrounds and qualifications of our directors, considered as a group, should provide a blend of business experience and competence, and professional and personal abilities, that will allow the ~~board~~Board of ~~directors~~Directors to fulfill its responsibilities. The Corporate Governance and Compensation Committee works with the ~~board~~Board to determine the appropriate mix of these backgrounds and qualifications that would establish and maintain a ~~board~~Board with strong collective abilities.

To fulfill these objectives, the ~~board~~Board of ~~directors~~Directors has determined that it is important to nominate directors with the skills and experiences set forth below, among others. The experiences, qualifications and skills that the ~~board~~Board considered in each director’s re-nomination are included in their individual biographies.

Leadership Experience. We believe that directors with experience in significant leadership positions over an extended period generally possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others. They also generally possess a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth.

Financial or Accounting Acumen. We believe that an understanding of finance and financial reporting processes enables our directors to evaluate and understand the impact of business decisions on our financial statements and capital structure. In addition, accurate financial reporting and robust auditing are critical to our ongoing success.

Industry Experience. We seek directors with experience as executives, directors or in other leadership positions in industries relevant to our business, including consumer packaged goods, branded products, retail or consumer product manufacturing.

Operational Experience. We believe that directors who are current or former executives with direct operational responsibilities bring valuable practical insight to helping to develop, implement and assess our operating plan and business strategy. Operational experience includes experience in areas such as marketing, supply chain, sustainability and commodity management.

Public Company Board Experience. Directors with experience as executives or directors of other publicly traded companies generally are well prepared to fulfill the ~~board’s~~Board’s responsibilities of overseeing and providing insight and guidance to management, and help further our goals of greater transparency, accountability for management and the ~~board,~~Board, and protection of our shareholders’ interests.

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In addition, when evaluating the suitability of individuals for nomination, the Corporate Governance and Compensation Committee considers other appropriate factors, including whether the individual satisfies applicable independence requirements.

The following information is furnished with respect to each nominee for election as a director and each continuing director. The ages of the directors are as of December 31, ~~2015.~~2017.

NOMINEES FOR ELECTION

~~GREGORY L. CURL~~has served as a member of the board of directors since February 2012. Mr. Curl has been president of Temasek Holdings, an investment company owned by the Singapore government, since September 2010, following a banking career of over 35 years. From 1997 until January 2010, he served as vice chairman of corporate development and chief risk officer at Bank of America Corporation, retiring from Bank of America Corporation in March 2010. Prior to that, Mr. Curl served in a number of senior executive capacities. Mr. Curl has over 35 years of experience in the financial services industry, particularly in mergers and acquisitions. Age 67.

~~Director Qualifications~~

~~Leadership Experience, Financial or Accounting Acumen, Public Company Board Experience.~~

~~DAVID P. SKARIE~~has served as a member of the board of directors since February 2012. Mr. Skarie previously served as co-chief executive officer and president of Ralcorp from September 2003 until his retirement in December 2011. Mr. Skarie also served on the board of directors of Ralcorp from 2003 until February 2012. Mr. Skarie has expertise and background in the consumer industry, including as a chief executive officer. Age 69.

~~Director Qualifications~~

~~Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.~~

~~DIRECTORS CONTINUING IN SERVICE~~

WILLIAM P. STIRITZ has served as our ~~executive chairman~~Chairman of the Board of Directors since ~~November 1, 2014.~~February 2012. Previously, Mr. Stiritz served as ~~our chairman of the board of directors and~~ our chief executive officer from February 2012 until November 2014 and served as executive chairman of the Company from November 1, ~~2014.~~2014 until February 2, 2016. Mr. Stiritz is a private equity investor and served as the chairman of the board of directors of Ralcorp from 1994 until February 2012. Since prior to 2005, Mr. Stiritz has been a partner at Westgate Group LLC, a consumer-oriented private equity firm. Mr. Stiritz was ~~Chairman Emeritus~~chairman emeritus of the board of directors of Energizer Holdings, Inc. from January 2007 to May 2008 and chairman of the board of directors of Energizer Holdings from 2000 to 2007. In addition, he served as a ~~Director~~director of Vail Resorts, Inc. from 1997 to 2009. Mr. Stiritz has extensive managerial expertise, including as chairman atof a number of public and private companies, and experience in financial operations, as well as diverse industry experience and expertise with large multinational corporations. Age ~~81.~~83.

Director Qualifications

Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.

JAY W. BROWN has served as a member of the ~~board~~Board of ~~directors~~Directors since February 2012 and is a retired senior executive with a long general management career in large consumer-oriented businesses. Most recently, Mr. Brown was a partner at Westgate Equity Partners, LLC, a ~~consumer-focused~~consumer-oriented private equity firm. At Westgate, Mr. Brown was responsible for operational management of portfolio companies. Prior to forming Westgate in 1998, Mr. Brown was a senior executive with ~~the~~ Ralston Purina Company, running several divisions of the multi-dimensional food and agribusiness company, including serving as president and chief executive officer of Protein Technologies International, a leading supplier of soy-based proteins to the food and paper processing ~~industries,~~industries; Continental Baking Company, a subsidiary of Ralston ~~Purina~~Purina; and of Tri-Union Seafoods (a/k/a Van Camp Seafood Company), a provider of stable seafood products. Mr. Brown served as a director and chairman of the compensation committee of Jack in the Box Inc. from 1997 to 2003 and as a director of Agribrands International, Inc. from 1998 to 2001. Mr. Brown has expertise and background in the food and consumer products industries, particularly in mergers and acquisitions, including as a chief executive officer, board member and investor. Age ~~70.~~72.

Director Qualifications

Leadership Experience, Industry Experience, Operational Experience, Public Company Board Experience.

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EDWIN H. CALLISON has served as a member of the ~~board~~Board of ~~directors~~Directors since February 2012. Mr. Callison has been ~~executive vice president~~Executive Vice President of ~~Wirtz~~Corporate Development of Breakthru Beverage Group, LLC, a leading ~~national~~North American distributor of luxury and premium wine, spirits and beer brands, since January 2016. Previously, Mr. Callison served as executive vice president of Wirtz Beverage Group, which merged with Sunbelt Holdings to form Breakthru Beverage Group, since June 2012, and also served Wirtz Beverage Group as ~~Senior Vice President~~senior vice president from June 2008 until June 2012. From 2003 to June 2008, he served as ~~Vice President~~vice president and ~~General Manager~~general manager for Judge & Dolph’s Spectrum division, an affiliate of the Wirtz Beverage Group. Prior to 2003, he spent more than 20 years in various leadership positions with Callison Distributing in Belleville, Illinois. Mr. Callison serves on the board of directors of the Wine and Spirits Wholesalers of America, ~~the Wine~~Wirtz Corporation, Breakthru Beverage Group, LLC, and ~~Spirits Distributors of Illinois and Wirtz Corporation.~~First Security Trust & Savings Bank, Elmwood Park, IL. Mr. Callison has expertise and background in sales, marketing, finance, operations and logistics. Age ~~60.~~62.

Director Qualifications

Leadership Experience, Financial or Accounting Acumen, Operational Experience.

DIRECTORS CONTINUING IN SERVICE

GREGORY L. CURLhas served as a member of the Board of Directors since February 2012. Mr. Curl has been President of Temasek Holdings, an investment company owned by the Singapore government, since September 2010, following a banking career of over 35 years. From 1997 until January 2010, he served as vice chairman of corporate development and chief risk officer at Bank of America Corporation, retiring from Bank of America Corporation in March 2010. Prior to that, Mr. Curl served in a number of senior executive capacities. Mr. Curl has over 35 years of experience and background in the financial services industry, particularly in mergers and acquisitions. Age 69.

Director Qualifications

Leadership Experience, Financial or Accounting Acumen, Public Company Board Experience.

ROBERT E. GROTE has served as a member of the ~~board~~Board of ~~directors~~Directors since February 2012. Mr. Grote is, and has been for the past five years, a retired executive. Prior to 1998, Mr. Grote spent more than twenty years in management. He served in a number of executive positions at Washington Steel Corporation, an integrated, flat-rolled stainless steel producer, most recently as VP-Administration. He also served as general counsel for Washington Steel Corporation and on the company’s board of directors. Mr. Grote later ran two Pittsburgh, Pennsylvania non-profit organizations: Pittsburgh Center for the Arts and Central Blood Bank. Prior to joining Washington Steel, he practiced law in St. Louis, Missouri, and served for two years as an Assistant United States Attorney for the Eastern District of Missouri. Mr. Grote has expertise and background in legal affairs, human resources, employee relations, strategic planning and management. Age ~~72.~~74.

Director Qualifications

Leadership Experience, Operational Experience, Public Company Board Experience.

ELLEN F. HARSHMAN has served as a member of the Board of Directors since October 1, 2017. Ms. Harshman is the dean emeritus of the John Cook School of Business at Saint Louis University and served as the Chief Academic Officer of Saint Louis University from 2013 to 2015. Prior to that, Ms. Harshman served as the dean of the John Cook School of Business at Saint Louis University from 2003 to 2013 and was the first female dean of a major business school in the St. Louis, Missouri area. Ms. Harshman also served as an associate professor of management. Ms. Harshman has expertise and background in legal affairs, human resources, employee relations, strategic planning and management. Age 72.

Director Qualifications

Leadership Experience, Operational Experience.

DAVID W. KEMPER has served as a member of the ~~board~~Board of ~~directors~~Directors since September 1, 2015. Mr. Kemper has been ~~chairman~~Chairman and ~~chief executive officer~~Chief Executive Officer of Commerce Bancshares, Inc. since ~~1990.~~1991. Mr. Kemper is a director of Tower Properties Company and Enterprise Holdings, Inc. Mr. Kemper is a member of Civic Progress in St. Louis and previously served as president of the Federal Advisory Council to the Federal Reserve. Mr. Kemper also previously served on the board of directors of Ralcorp from 1994 to 2013. Mr. Kemper has extensive managerial expertise, including as a chief executive officer, experience in financial operations and expertise with large corporations. Age ~~65.~~67.

Director Qualifications

Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.

DAVID P. SKARIEhas served as a member of the Board of Directors since February 2012. Mr. Skarie previously served as co-chief executive officer and president of Ralcorp from September 2003 until his retirement in December 2011. Mr. Skarie also served on the board of directors of Ralcorp from 2003 until February 2012. Prior to serving as co-chief executive officer and president of Ralcorp, Mr. Skarie served as president of several other companies in the consumer food products industry, including Ralston Foods and The Carriage House Companies. Mr. Skarie also served on the Board of Advisors of Clement Pappas and Company, Inc. (which has since merged into Lassonde Industries), a private label juice company, from 2002 until 2010. Mr. Skarie has expertise and background in the consumer packaged goods industry, including as a chief executive officer. Age 71.

Director Qualifications

Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience, Public Company Board Experience.

ROBERT V. VITALE has served as our ~~president~~President and ~~chief executive officer~~Chief Executive Officer and a member of the ~~board~~Board of ~~directors~~Directors since November 2014. Previously, Mr. Vitale served as our chief financial officer ~~since~~from October 2011 until November 1, 2014. Mr. Vitale previously served as president and chief executive officer of AHM Financial Group, LLC, a diversified provider of insurance brokerage and wealth management services, from 2006 until 2011 and previously was a partner of Westgate Equity Partners, LLC, a ~~consumer-focused~~consumer-oriented private equity firm. Mr. Vitale also serves on the board of directors of Energizer Holdings, Inc. Age ~~49.~~51.

Director Qualifications

Leadership Experience, Financial or Accounting Acumen, Industry Experience, Operational Experience.

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RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

(Proxy Item No. 2)

The Audit Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, ~~2016,~~2018, and the ~~board~~Board of ~~directors~~Directors has directed that management submit the appointment of our independent registered public accounting firm for ratification by our shareholders at the annual meeting. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since February 2012. A representative of that firm will be present at the annual meeting, will have an opportunity to make a statement, if ~~they desire,~~he or she desires, and will be available to respond to appropriate questions.

We are not required to obtain shareholder ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. However, we are submitting the appointment of PricewaterhouseCoopers LLP to shareholders for ratification as a matter of good corporate practice. If our shareholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time if ~~they determine~~it determines that such a change would be in our best interests and the best interests of our shareholders.

The following table sets forth an estimate of the fees ~~paid~~that we expect to be billed for audit services during the fiscal ~~years~~year ended September 30, ~~2014 and 2015~~2017 and for other services during ~~those~~that fiscal ~~years.~~year, and the fees billed for audit services during the fiscal year ended September 30, 2016 and for other services during that fiscal year.


	Year Ended September 30,					Year Ended September 30,
	2014			2015		2017		2016
Audit fees ⁽¹⁾	$	5,423,000	⁽⁵⁾	$	5,680,000	$	5,720,500	$	5,062,000
Audit-related fees⁽²⁾	$	82,000		$	—	$	—	$	—
Tax fees⁽³⁾⁽²⁾	$	55,000		$	192,000	$	149,300	$	27,000
All other fees ⁽⁴⁾⁽³⁾	$	1,800		$	186,300	$	1,800	$	1,800

_________


⁽¹⁾	Audit fees relate primarily to the audit of our financial statements, comfort letter consents and review of SEC registration statements.


⁽²⁾	~~Audit-related fees include accounting advisory services associated with a fiscal 2014 acquisition.~~


⁽³⁾	Tax fees include consulting and compliance services and preparation of tax returns in ~~Canada.~~jurisdictions outside of the United States.


⁽⁴⁾⁽³⁾	All other fees include any fees for services ~~received~~rendered by PricewaterhouseCoopers LLP which are not included in any of the above categories. The other fees consist of licensing fees paid for accounting research ~~software and other advisory services.~~


⁽⁵⁾	Subsequent to the filing of last year’s proxy statement, the Audit Committee approved the payment of $161,000 of additional audit fees to PricewaterhouseCoopers LLP, resulting in total 2014 audit fees of $5,423,000.software.

With regard to the fees listed above, the Audit Committee has considered whether the provision by PricewaterhouseCoopers LLP of services other than audit services is compatible with its ability to maintain its independence. Regardless of the size or nature of the other services, if any, to be provided, it is the Audit Committee’s policy and practice to approve any services not under the heading “Audit Fees” before any such other services are undertaken. Our audit was staffed primarily by full-time, permanent employees of PricewaterhouseCoopers LLP.

The ~~board~~Board of ~~directors~~Directors unanimously recommends a vote “FOR” ratification of the appointment of our

independent registered public accounting firm.

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AUDIT COMMITTEE REPORT

The Audit Committee oversees our financial reporting process on behalf of the ~~board~~Board of ~~directors.~~Directors. Management is responsible for our internal controls, financial reporting processes and compliance with laws and regulations and ethical business standards. PricewaterhouseCoopers LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements and our internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”) and issuing a report thereon. Our internal auditors assist the Audit Committee with its responsibility to monitor and oversee the financial reporting process and internal controls. The ~~committee~~Audit Committee discusses with our internal auditors and independent registered public accounting firm the overall scopes and plans for their respective audits. The Audit Committee meets, at least quarterly, with the internal auditors and independent registered public accounting firm, and at ~~their~~its discretion with and without management present, and discusses the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.

With respect to our audited financial statements for the fiscal year ended September 30, ~~2015,~~2017, management has represented to the ~~committee~~Audit Committee that the financial statements were prepared in accordance with generally accepted accounting principles and the ~~committee~~Audit Committee has reviewed and discussed those financial statements with management. The Audit Committee also has ~~also~~ discussed with PricewaterhouseCoopers LLP the matters required to be discussed by PCAOB Auditing Standard No. 161301 (Communications with Audit Committees), as modified or supplemented.

The Audit Committee has received the written disclosures and letter from PricewaterhouseCoopers LLP required by PCAOB Rule 3526 ~~(Communications~~(Communication with Audit Committees Concerning Independence), as modified or supplemented, and has discussed the independence of PricewaterhouseCoopers LLP with members of that firm.

Based on the review and discussions referred to above, the Audit Committee recommended to the ~~board~~Board of ~~directors~~Directors that the audited consolidated financial statements for the fiscal year ended September 30, ~~2015~~2017 be included in our Annual Report on Form 10-K filed with the SEC for that year.

~~While~~Although the Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that our financial statements are complete and accurate or are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent registered public accounting firm.

~~Edwin H. Callison,~~David P. Skarie, Chairman

~~Jay W. Brown (until November 17, 2015)~~Edwin H. Callison

Gregory L. Curl

Ellen F. Harshman

David W. Kemper ~~(beginning November 17, 2015)~~

~~David P. Skarie~~

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COMPENSATION OF OFFICERS AND DIRECTORS

COMPENSATION DISCUSSION & ANALYSIS

Introduction

The following Compensation Discussion and Analysis (“CD&A”) describes our fiscal ~~2015~~year 2017 executive compensation structure. This CD&A is intended to be read in conjunction with the tables beginning on page ~~32,~~30, which provide detailed historical compensation information for our following named executive officers ~~or NEOs.~~(“NEOs”):



Name	Title
~~William P. Stiritz~~	~~Executive Chairman~~⁽¹⁾
Robert V. Vitale		President and Chief Executive Officer⁽²⁾
Jeff A. Zadoks	~~SVP~~Executive Vice President and Chief Financial Officer⁽³⁾
James E. Dwyer, Jr.	~~EVP;~~ President and CEO, Michael Foods Group
~~Richard R. Koulouris~~	~~EVP; President and CEO, Private Brands~~
Diedre J. Gray		~~SVP,~~Executive Vice President, General Counsel and Chief Administrative Officer, Secretary
~~James L. Holbrook~~Christopher J. Neugent	~~Former EVP;~~ President and CEO, Post Consumer Brands⁽⁴⁾
~~Terence E. Block~~		~~Former President and Chief Operating Officer~~⁽⁵⁾

~~_________~~


⁽¹⁾	~~Effective November 1, 2014, Mr. Stiritz was appointed Executive Chairman. Previously, Mr. Stiritz served as the Chairman of our Board and Chief Executive Officer.~~


⁽²⁾	~~Effective November 1, 2014, Mr. Vitale was promoted from our Chief Financial Officer to President and Chief Executive Officer.~~


⁽³⁾	~~Effective November 1, 2014, Mr. Zadoks was promoted from Senior Vice President and Chief Accounting Officer to Senior Vice President and Chief Financial Officer.~~


⁽⁴⁾	~~Effective March 13, 2015, following a reorganization of our business units, the Company separated employment with Mr. Holbrook.~~


⁽⁵⁾	Effective November 1, 2014, as disclosed in last year’s proxy statement, Mr. Block retired from his positions as President and Chief Operating Officer and a member of the board of directors of the Company.

Total Compensation Opportunity

Our executive compensation structure consists of three primary components: base salary, annual bonus (our Senior Management Bonus Program) and long-term incentives (equity awards). A fourth element of our compensation structure consists of ~~our~~ traditional benefits programs (e.g., limited perquisites and benefits).

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Executive Summary

Select Performance and Company Highlights for Fiscal ~~2015~~Year 2017

~~Our compensation philosophy is designed to be aligned with our shareholders’ interests.~~ We view the Company’s performance in two primary ways:

~~Operating~~operating and financial performance; and

~~Return~~return to shareholders over time, both on an absolute basis and relative to ~~other companies, including the Russell 2000~~similar companies.

During fiscal ~~2015,~~year 2017, we achieved a number of strategic and financial accomplishments that we believe will benefit the Company and shareholders alike in the coming ~~years.~~years:

Strategic and Financial Achievements

●Ÿ ~~Delivered~~We delivered on our financial commitments.

○ In November 2016, the Company announced that management expected Adjusted EBITDA ~~commitment:~~of between $910-$950 million.

~~– Improved operational performance and forecasting methodology~~

~~– All business units, with the exception of Dymatize, surpassed budgeted~~○ The Company successfully navigated a large reduction in Adjusted EBITDA for ~~fiscal 2015~~Michael Foods Group, which resulted primarily from egg declines as inflated avian influenza egg pricing was rolled back.

○ Ultimately, the Company delivered over $950 million of Adjusted EBITDA (exclusive of the Company’s acquisition of Weetabix), which was in line with the Company’s budgeted performance.

●Ÿ ~~Closed three~~We engaged in highly strategic mergers and acquisitions ~~and signed a fourth acquisition:~~activities for market leading businesses with material cost savings opportunities.

~~– October 1, 2014 - Completed~~○ We completed the acquisition of ~~the~~ ~~PowerBar~~ ~~brand from Nestlé S.A.~~Weetabix on July 3, 2017.

~~– November 1, 2014 - Completed~~○ We also announced the acquisition of ~~American Blanching Company~~Bob Evans Farms on September 19, 2017.

~~– May 4, 2015 - Completed~~Ÿ In connection with these acquisitions, we raised $5.5 billion in debt markets to fund the ~~acquisition~~purchase of Weetabix and prefund the majority of the purchase price for Bob Evans Farms as well as to refinance existing debt.

Ÿ We continued to realize material cost savings from the MOM Brands Company / Post Foods integration and moved Attune Foods and Weetabix’s North America business under Post Consumer Brands to drive future cost savings.

–Ÿ We opportunistically repurchased approximately 4 million shares at an average price of $79.51 (exclusive of broker commissions), representing an approximately 10% discount to trading levels of the Company’s stock as of September ~~22, 2015 - signed a definitive agreement to acquire Willamette Egg Farms, L.L.C., which closed on October 3, 2015~~30, 2017.

Management Team Drives Performance and Creates Shareholder Value

Our management team’s efforts have resulted in growth in enterprise value and above-market shareholder returns. Since the Company’s February 2012 separation from Ralcorp Holdings, Inc. (“Ralcorp”) and from February 6, 2012 to September 30, 2015, our enterprise value grew from $1.8 billion to $8.4 billion.

~~Post is~~We are a shareholder value driven organization and our compensation philosophy is designed to be aligned with shareholder interests. Management’s objective is to maximize total shareholder return, and compensation decisions are guided by the principle of creating shareholder value.

~~2015~~Our management team’s efforts have resulted in growth in enterprise value and above-market shareholder returns. Since the Company’s February 2012 separation from Ralcorp through September 30, 2017, our enterprise value has grown from $1.8 billion to $12.51 billion, and we have significantly outperformed our peers and the U.S. markets.

2017 Say-on-Pay Vote ~~- Our Response~~

~~Prior to 2015,~~In 2016, we ~~experienced very high and increasing levels~~received 90.7% support from shareholders at our 2016 annual shareholders’ meeting. In 2017, the level of shareholder support declined to 66.4%.

We regularly engage with our shareholders to discuss issues, including, but not limited to, the status/outlook for our ~~executive~~business, the compensation ~~program. Specifically, in 2013~~arrangements used to support our business strategy and general governance topics. During January 2017, we received 96.6% support of votes cast, and in 2014 support was 98.6%; however, in 2015 the level of support declined to 59.5%. As a result, we engaged with shareholders to review our compensation policies and procedures to determine how to best address our shareholders’ concerns.

~~Shareholder Outreach - Compensation Actions~~

~~During 2015, we communicated~~met with investors ~~who represented~~representing approximately ~~35%~~37% of our outstanding shares of common ~~stock.~~stock to better understand their concerns and seek their advice. The meetings were led by Mr. Brown, our independent lead director and the ~~Chair~~chair of our Corporate Governance and Compensation Committee (the ~~“Compensation Committee”~~“Committee”) ~~and joined by another member of the Compensation Committee,~~, along with our ~~SVP,~~Executive Vice President, General

Counsel and Chief Administrative Officer. Feedback we received included incorporating more performance goals into our long-term equity compensation arrangements, refraining from large retention equity grants outside of the Company’s normal compensation practices, providing more complete information about the role of our independent lead director, and increasing the diversity of our Board of Directors.

~~During these meetings, shareholders provided feedback on a variety of topics~~In direct response to our ongoing shareholder engagement efforts, we recently implemented several executive compensation program enhancements and ~~expressed an interest in our adoption of certain~~other corporate governance ~~policies they believed would enhance~~changes, including, but not limited to:

adopting new performance goals for both short-term and long-term incentive awards for our ~~executive compensation program.~~ senior management team for fiscal year 2018 as discussed in more detail below;

making no large, one-time retention equity grants in fiscal year 2017;

including additional information about the role our independent lead director plays (see Corporate Governance - Director Independence and Role of the Independent Lead Director); and

appointing Ms. Ellen Harshman to our Board of Directors to bring a different perspective and skill set to our Board.

In response to ~~this feedback,~~our shareholders’ advice that we ~~made significant changes~~continue to advance our program enhancements by adding a long-term performance-based program, the Committee engaged our independent compensation consultant to conduct a thorough compensation plan design review. That review was performed during our fiscal year 2017, and the Committee has implemented a new three-year long-term performance plan for our fiscal year 2018, focusing on our three-year total shareholder return against companies in our specific industry sector.

New Fiscal Year 2018 Performance-Based Equity Awards

For fiscal year 2018, the compensation package for certain of our executive ~~compensation~~officers will include a long-term performance element, in the form of new, performance-based, stock-settled restricted stock units (“PRSUs”). The PRSUs will be a portion of our long-term incentive program, which also will include time-based vesting restricted stock units and stock options.

The performance metric for the PSRUs will be our total shareholder return (“TSR”) ranking compared to the TSR rankings of peer companies in ~~2015 as shown below and described in detail in this CD&A.~~our industry sector over a three-year period, with the following percentage vesting schedule:

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~~Shareholder Concern -~~ ~~What We Heard~~ Relative TSR Percentile Rank	~~Our Response and~~ ~~Actions Taken~~	~~Intended Outcome~~	~~When Effective~~Vesting Percentage
● ≥90 ~~Mr. Stiritz’s compensation history and the rationale for how it was structured were not well understood~~^th	● ~~We have provided enhanced disclosure in the section of this CD&A entitled “Executive Chairman Compensation Structure”~~	● ~~Ensure greater transparency in disclosure~~	● ~~Current proxy statement~~ 200%
● 50~~Performance goals for the Senior Management Bonus Program were not disclosed in the CD&A~~^th	● We implemented a more defined, objective Senior Management Bonus Program for 2015, and the performance goals approved by the Board are disclosed in the section of this CD&A entitled “Annual Bonus (Senior Management Bonus Program)”	● ~~Enhance bonus program to be more formulaic with identifiable performance goals and targets for accountability and transparency~~	● ~~Fiscal year 2015~~ 100%
● 25~~The long-term incentive plan could be improved by implementing a long-term performance plan based on the achievement of longer-term financial metrics~~ ● ~~Shareholders noted positive aspects of our ongoing long-term incentive approach using stock options and restricted stock units~~^th	●~~We believe equity awards, such as RSUs and stock options, are performance-based compensation and align our executives’ interests with those of our shareholders~~	● ~~Improved long-term alignment with our shareholders’ interests~~	● ~~Discussions ongoing~~ 25%
● <25 ~~The Company does not have in place compensation risk mitigating policies such as clawback, anti-hedging and anti-pledging policies~~^th	● ~~We adopted formal policies for all three risk categories during 2015 - each policy is described in the section of this CD&A entitled “Other Compensation Policies”~~	● ~~Improved compensation risk management, accountability and aligned interests with those of our shareholders~~	● ~~May 2015~~
● ~~The Company’s management continuity agreements are not double-trigger~~	● We amended our agreements with each executive to provide that the executive may only trigger benefits if there is a change in control and the executive is terminated by the Company without cause or if the executive terminations his or her employment for good reason	● ~~In alignment with market best practice and interests of our shareholders~~	● ~~Fiscal year 2015~~ 0%

This new element in our long-term incentive program has been implemented for fiscal year 2018 compensation for our corporate-level Section 16 officers, including our President and Chief Executive Officer.

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Corporate Governance Highlights



What We Do (Best Practice)		What We Don’t Allow
ü	~~Separate the roles of Chairman and Chief Executive Officer~~	X	~~No hedging or pledging of company stock by executives or directors~~
ü	Enforce strict insider trading policies - adopted an anti-hedging and anti-pledging ~~policies~~policy and enforce blackout trading periods for executives and directors	Xû	No hedging or pledging of Company stock by executives or directors
ü	Utilize a clawback policy	û	No single-trigger or modified single-trigger change-in-control arrangements
ü	~~Adopted a clawback policy~~Set stock ownership guidelines for executives and directors	Xû	No change-in-control severance multiple in excess of three times salary and target bonus
ü	~~Set stock ownership guidelines for executives and directors and required that Mr. Stiritz’s equity grants be held until termination of employment~~	X	~~No excise tax gross-ups upon a change in control~~
ü	Disclose performance goals and performance results related thereto for our Senior Management Bonus Program	Xû	No excise tax gross-ups upon a change in control
ü	Set a maximum payout limit on our Senior Management Bonus Program	û	No re-pricing or cash buyout of underwater stock options or SARs is allowed
ü	~~Set maximum payout limit on our Senior Management Bonus Program~~	X	~~No enhanced retirement formulas~~
ü	For fiscal ~~2015,~~year 2017, pay for performance emphasis,with ~~80%~~88% of our Chief Executive Officer’s total pay opportunity being performance-based “at risk” compensation and an average of ~~75%~~76% being performance-based “at risk” compensation for our other NEOs	Xû	No ~~guaranteed compensation~~enhanced retirement formulas
ü	Limit perquisites and other benefits	Xû	No ~~market timing with granting of equity awards~~guaranteed compensation
ü	Incorporate general severance and change-in-control provisions in our management continuity agreements that are consistent with market practice, including double-trigger requirements for change-in-control protection	û	No market timing with granting of equity awards
ü	Retain an independent compensation consultant reporting directly to the ~~Corporate Governance and Compensation~~ Committee

Our Compensation Philosophy

Our executive compensation program is intended to attract and retain executive officers and to align the interests of our executive officers and our shareholders. The ~~Compensation~~ Committee’s objectives for our program include, but are not limited to, the following:

~~Reflecting~~reflecting industry standards, offering competitive total compensation opportunities and balancing the need for talent with reasonable compensation expense;

~~Enhancing~~enhancing shareholder value by focusing management on financial metrics that drive value;

~~Focusing~~focusing on at-risk compensation versus fixed compensation;

~~Attracting,~~attracting, motivating and retaining executive talent willing to commit to long-term shareholder value creation; and

~~Aligning~~aligning executive ~~decision making~~decision-making with business strategy and discouraging excessive risk taking.

The Committee determines the type and amount of compensation opportunity for our officers based on a thorough review of a variety of factors, including competitive market data, the executive’s current responsibilities and value to the Company, future leadership potential and individual / corporate / business unit performance.

We believe that our executive compensation structure strikes a balance of incentive opportunities based on:

~~Financial~~financial metrics in the Senior Management Bonus Program that directly impact our stock price and enhance shareholder ~~value, and~~value;

~~Stock~~stock price appreciation to focus our executives on stock price performance (stock options and RSUs); and ~~retention (RSUs).~~

in 2018, total shareholder return against companies in our industry to focus on delivering superior shareholder value.

~~Table of Contents~~

The following table outlines our ongoing executive compensation ~~structure~~philosophy for NEOs:



Component	Purpose	Characteristics	Fixed or Performance-Based
Base Salary	~~Attract~~Attracts and ~~retain~~retains executives through market-based pay	~~Compensate~~Compensates executives fairly and competitively for their ~~role~~roles	Fixed
Annual Bonus (Senior Management Bonus Program)	~~Encourage~~Encourages achievement of strategic and financial performance metrics that drive long-term shareholder value	Based on achievement of predefined corporate and business unit financial performance objectives	~~Performance- Based~~Performance-Based
Long-Term Incentives	Align executives’ long-term compensation interests with shareholders’ investment interests	Value to the executive is based on long-term stock price performance	~~Performance- Based~~Performance-Based
Stock Options	Motivate management behaviors to increase our stock price above the exercise price	~~Requires~~Require stock price growth above the exercise price for our executives to recognize value
Restricted Stock Units	Provide basic retention value and reinforce management behaviors to increase stock price after the grant date	~~Requires~~Require stock price growth for our executives to recognize an increase in value
Health/Welfare Plans and Retirement Benefits	Provide competitive benefits that promote employee health and productivity and support ~~longer term~~longer-term physical and fiscal security	Similar to benefits offered to other employees	Fixed
Perquisites	Provide limited personal benefits that are consistent with our overall philosophy and objective to attract and retain superior executive talent	Limited personal use of the corporate aircraft, with pre-approved authorization of our President and Chief Executive Officer (see page ~~30)~~28)	Fixed

~~Table of Contents~~



Fiscal ~~2015~~Year 2017 NEO Compensation Structure		Summary
Component	Summary⁽¹⁾
Base Salary	■ The Committee approved the following base salaries in November 2016: Ÿ Mr. ~~Stiritz’s base salary remained $1.00~~Vitale: $1,000,000 (no change). ■Ÿ Mr. ~~Vitale’s base salary was increased from $500,000~~Zadoks: Increased 8.4% to ~~$800,000, effective November 1, 2014,~~$515,000 to ~~recognize his promotion from Chief Financial Officer~~move closer to ~~President~~the 50th percentile market value. Ÿ Ms. Gray: Increased 8.2% to $460,000 to move closer to the 50th percentile market value. Ÿ Messrs. Dwyer and ~~Chief Executive Officer~~ ~~■ Mr. Zadoks’ base salary was increased from $285,000~~Neugent: Increased 2.3% and 8.0%, respectively, to ~~$375,000, effective November 1, 2014, to recognize his promotion from SVP and Chief Accounting Officer to SVP and Chief Financial Officer~~ ~~■ Mr. Dwyer joined~~$675,000 for internal consistency, based on the ~~Company with the acquisition~~Committee’s thorough review of ~~Michael Foods in June 2014. While his base salary at Michael Foods was $750,000, he agreed to a reduced base salary of $600,000 to be better aligned with~~competitive market values, the Company’s compensation structure ~~■ Mr. Koulouris joined~~ and the ~~Company~~factors summarized in ~~February 2015, after a reorganization of our business units, with a base salary of $500,000~~ ~~■ Ms. Gray’s base salary was increased from $315,000 to $350,000 in November 2014 to recognize increased responsibilities~~ ~~■ Mr. Holbrook’s salary was increased from $500,000 to $600,000, effective November 1, 2014, to reflect his promotion from EVP-Marketing to EVP; President and CEO, Consumer Brands~~ ~~■ Mr. Block did not receive a salary increase in fiscal 2015~~the CD&A section entitled 2017 Compensation Elements—Base Salary.
Target Annual Bonus (Senior Management Bonus Program)	■ Ÿ Our ~~2015~~2017 Senior Management Bonus Program iswas based on Adjusted Free Cash Flow for Messrs. Vitale and Zadoks and Ms. Gray, and Adjusted EBITDA for the business units of Messrs. Dwyer and ~~Koulouris~~Neugent. ~~■ Mr. Stiritz does~~Ÿ The Committee did not ~~participate in the Senior Management Bonus Program~~ ~~■ Mr. Vitale’s~~change target bonus ~~opportunity was increased from 100% of base salary to~~opportunities for NEOs in fiscal year 2017: ü Mr. Vitale: Remained at 120% of base ~~salary to recognize his promotion from Chief Financial Officer to President and Chief Executive Officer~~salary. ■ Mr. Zadoks’ target bonus opportunity was increased from 80% of base salary to 100% of base salary to recognize his promotion from SVP and Chief Accounting Officer to SVP and Chief Financial Officer ~~■ Messrs. Koulouris and Dwyer’s target bonus opportunities were set~~ü All other NEOs: Remained at 100% of base ~~salary~~ ~~■ Ms. Gray’s target bonus opportunity was increased from 80% of base salary to 100% of base salary to recognize increased responsibilities~~ ~~■ Messrs. Block and Holbrook’s target bonus opportunities did not change from 100% of salary~~salary.
Long-Term Incentives (“LTI”)	~~■ Our ongoing LTI structure includes annual grants of stock options and restricted stock units (RSUs)~~ ■ For our regular ongoing 2013 and 2014 equity grants to our CEO (excluding promotional and special grants), our grants have consisted of approximately five stock options for every one RSU, translating into an LTI value mix of approximately 65% stock option value and 35% RSU value. ~~■ Our objectives are (a) to~~Ÿ Objective: To offer a balanced portfolio of ~~LTI~~ opportunity and ~~(b)~~ to ensure an executive’s ~~LTI~~ opportunity is linked to increases in shareholder value beyond grant date. We believe using a combination of LTI programs and employing an LTI mix weighted more heavily on performance-based value (e.g., stock ~~option value~~options for fiscal year 2017 grants) accomplishes our ~~objectives~~
~~Executive Chairman Compensation Structure~~objectives. ~~(Applies Only to Mr. Stiritz)~~	~~■ Mr. Stiritz’s~~In fiscal year 2018, we will implement a new three-year long-term performance program incorporating three-year total ~~compensation opportunity consists of the following:~~shareholder return performance. –Ÿ ~~Base salary:~~ ~~Set at $1.00~~Our 2017 LTI structure includes annual grants of stock options and restricted stock units (“RSUs”). –Ÿ ~~Annual bonus:~~ ~~None~~The value mix for our November 2016 equity grants is consistent with our philosophy to annually grant more performance-based equity in the form of stock options to our CEO and business unit leaders. –ü ~~Equity grants:~~Mr. Stiritz received equity grants in fiscal 2012, 2014 and 2015. In October 2014, commensurate with his appointment to Executive Chairman, the material change in our scope/size/complexity, and an extension of his employment agreement, he received a grant of 1,000,000 premium-priced stock options, with an exercise price set at approximately 63% above the stock price on grant date (exercise price of $55.00; closing stock price on grant date of $33.79) – ~~Exercise / payment restrictions (mandatory holding period until termination of employment):~~ ~~All~~Vitale: Approximately 75/25 stock option and RSU value. ~~grants to~~ ü Messrs. Dwyer and Neugent: Approximately 65/35 stock option and RSU value. ü Mr. ~~Stiritz since our February 2012 spin-off from Ralcorp generally vest ratably over three years. However, Mr. Stiritz's~~Zadoks and Ms. Gray: Approximately 55/45 stock ~~options may not be exercised~~option and ~~the delivery of vested RSUs must be deferred until he is no longer employed by Post~~RSU value.

~~_________~~

⁽¹⁾

~~2014~~

Fiscal year 2017 targeted compensation adjustments for our NEOs described in ~~the~~this table ~~above~~ were based on competitive market data from the ~~October 2014~~August 2016 total compensation study summarized in the CD&A section entitled ~~“Role~~Role of Peer Companies and Competitive Market ~~Data.” Mr. Block retired in November 2014, and Mr. Holbrook resigned in March 2015.~~Data.

~~Table of Contents~~

Total Compensation Mix

Our mix of total compensation, as illustrated by the below charts, is significantly skewed towards performance-based compensation.

Compensation Decision Process

Role of the ~~Compensation~~ Committee

The ~~Compensation~~ Committee is responsible to our Board of Directors for oversight of our executive compensation program. The ~~Compensation~~ Committee consists of independent directors and is responsible for the review and approval of all aspects of our program. Among its duties, the ~~Compensation~~ Committee is responsible for:

~~Considering~~considering input from our shareholders;

~~Reviewing~~reviewing and assessing competitive market data;

~~Reviewing~~reviewing the CEO’s performance and determining the CEO’s compensation;

~~Reviewing~~reviewing and approving incentive plan goals, achievement levels, objectives and compensation recommendations for the NEOs;

~~Evaluating~~evaluating the competitiveness of each executive’s total compensation package to ensure we can attract and retain critical management talent; and

~~Approving~~approving any changes to the total compensation program for the NEOs including, but not limited to, base salary, annual bonuses, long-term incentives and benefits.

Following review and discussion, the ~~Compensation~~ Committee ~~submits recommendations to~~or the Board, ~~for approval.~~as applicable, approves our executive compensation. The Committee is supported in its work by our ~~Senior~~Executive Vice President, General Counsel and Chief Administrative Officer, human resources and ~~staff,~~legal teams, as well as ~~our~~the Committee’s independent compensation consultant.

Role of Management

For executives other than the CEO position, our President and Chief Executive Officer makes pay recommendations to the Committee based on competitive market data and an assessment of individual performance. His recommendations to the ~~Compensation~~ Committee establish appropriate and market-competitive compensation opportunities for our NEOs, consistent with our overall pay philosophy. The ~~Compensation~~ Committee reviews and discusses the recommendations, in conjunction with the ~~Compensation~~ Committee’s independent compensation consultant, in making compensation decisions or recommendations to the full Board.

No ~~member of management, including our President and Chief Executive Officer, has a role~~executive officer participates directly in ~~making pay decisions for~~the final deliberations or determinations regarding his or her own ~~position.~~compensation package.

Role of the Independent Compensation Consultant

~~From October 2014 through January 2015, the Compensation~~The Committee ~~retained the services of Frederick W. Cook & Co., Inc. (“FW Cook”). Beginning in February 2015, the Compensation Committee retained~~retains the services of Aon Hewitt, in accordance with the ~~committee’s~~Committee’s charter. Aon Hewitt reports directly to the ~~Compensation~~ Committee. The ~~Compensation~~ Committee retains sole authority to hire or terminate Aon Hewitt, ~~approve~~approves its professional fees, ~~determine~~determines the nature and scope of its services and ~~evaluate~~evaluates its performance. A representative of Aon Hewitt attends ~~Compensation~~ Committee meetings, as requested, and communicates with the ~~Compensation~~ Committee chair between meetings. The ~~Compensation~~ Committee makes all final decisions.

Aon Hewitt’s specific compensation consultation roles include, but are not limited to, the following:

~~Advising~~advising the ~~Compensation~~ Committee on executive compensation trends and regulatory developments;

~~Developing~~developing a peer group of companies for determining competitive compensation rates;

~~Providing~~providing a total compensation study for executives against peer companies;

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~~Providing~~providing advice to the ~~Compensation~~ Committee on corporate governance best practices, as well as any other areas of concern or risk;

~~Serving~~serving as a resource to the ~~Compensation~~ Committee chair for meeting agendas and supporting materials in advance of each meeting;

~~Reviewing~~reviewing and commenting on proxy statement disclosure items, including preparation of the CD&A; and

~~Advising~~advising the ~~Compensation~~ Committee on management’s pay recommendations.

The ~~Compensation~~ Committee has assessed the independence of Aon Hewitt as required by the NYSE listing rules. The Committee reviewed its relationship with Aon Hewitt and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the ~~Securities~~ Exchange ~~Act of 1934, as amended.~~Act. Based on this review, the ~~Compensation~~ Committee concluded that there are no conflicts of interest raised by the work performed by Aon Hewitt.

Role of Peer Companies and Competitive Market Data

Annually, the ~~Compensation~~ Committee reviews total compensation market data provided by ~~its compensation consultant. To assess market pay levels, the~~Aon Hewitt. The Committee reviews and approves the peer group used for ~~comparisons.~~

~~In May 2012 and October 2014,~~comparisons prior to commencement of the ~~Compensation Committee reviewed a total compensation study by its compensation consultant at~~pay study. Consistent with prior years, the ~~time, FW Cook. The same peer group was used in both studies and was developed based on multiple criteria including industry, annual revenues, profitability, market capitalization and enterprise value.~~

The October 2014 peer group consisted of 15 companies with median annual revenues of approximately $2.15 billion. Post’s annual revenues for fiscal 2014 were approximately $2.4 billion. The October 2014 peer companies were:



Ÿ ~~B&G Foods, Inc.~~ Ÿ ~~Brown-Forman Corporation~~ Ÿ ~~Central European Distribution Corporation~~ Ÿ ~~Coca-Cola Bottling Co.~~ Ÿ ~~Cott Corporation~~ Ÿ ~~Darling International Inc.~~ Ÿ ~~Diamond Foods, Inc.~~ Ÿ ~~Flowers Foods, Inc.~~ Ÿ ~~Keurig Green Mountain, Inc.~~	Ÿ ~~The Hain Celestial Group, Inc.~~ Ÿ ~~Imperial Sugar Company~~ Ÿ ~~J&J Snack Foods Corp.~~ Ÿ ~~Monster Beverage Corporation~~ Ÿ ~~Sanderson Farms, Inc.~~ Ÿ ~~Snyder’s-Lance, Inc.~~ Ÿ ~~Sunopta Inc.~~ Ÿ ~~TreeHouse Foods, Inc.~~

Post grew substantially in 2015. The Compensation Committee retained Aon Hewitt in 2015 to develop a new compensation peer group and to perform a total compensation study to assist with pay decisions for fiscal 2016. Thefollowing peer group development criteria ~~included:~~was used to develop competitive market values to assist with fiscal year 2017 pay decisions:

Industry: Similar to Post, based on the Global Industry Classification System (GICS) code of Packaged Foods and Meats;

Company size: Approximately ~~0.4x~~0.4 times to 3x3 times our annual ~~revenues;~~revenues, with a secondary focus on market cap;

Peers: Companies using Post in their compensation peer group;

Peers of peers: Companies used in the peer groups of potential peer companies; and

Competitors: Companies that compete with us for business and management talent.

The ~~new~~ peer group consisted of 1716 companies with median and average annual revenues of approximately ~~$3.7~~$4.0 billion and ~~$4.7~~$4.9 billion, respectively. Post’s annual revenues for fiscal ~~2015~~year 2016 were approximately ~~$4.6~~$5.0 billion. The ~~new~~ peer companies for fiscal year 2017 were:



Ÿ ~~B&G Foods, Inc.~~ Ÿ Campbell Soup CompanyCompany Ÿ Cott Corporation Ÿ Dean Foods CompanyCompany Ÿ Flowers Foods, Inc. Ÿ The Hain Celestial Group Ÿ The Hershey CompanyCompany Ÿ Hormel Foods CorporationCorporation Ÿ ~~Jarden Corp.~~ * Denotes new peer company	Ÿ McCormick & Company, Inc.*	Ÿ Mead Johnson NutritionNutrition Ÿ Monster Beverage Corporation Ÿ Pilgrim’s Pride Ÿ Pinnacle Foods Inc. Ÿ The J.M. Smucker CompanyCompany Ÿ Snyder’s-Lance, Inc. Ÿ TreeHouse Foods, Inc. Ÿ The White-Wave Foods CompanyCompany

The peer companies for fiscal year 2017 are consistent with the peer groups for fiscal year 2016, except B&G Foods was removed based on revenue size criteria, Jarden was removed due to its acquisition by Newell Rubbermaid, and Pilgrim’s Pride was added based on industry and size.

The ~~Compensation~~ Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally,

~~Table of Contents~~

the ~~Compensation~~ Committee uses multiple reference points when establishing targeted compensation levels. The ~~Compensation~~ Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader U.S. market. Instead, the ~~committee~~Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as ~~company,~~Company, business unit and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.

Timing of Compensation Decisions

Pay recommendations for our executives, including the NEOs, are typically made by the ~~Compensation~~ Committee at its first regularly scheduled meeting of the fiscal year, normally held in ~~October or~~ November. This meeting is ~~normally~~typically held around the same time as we report our fourth quarter and year-end financial results for the preceding fiscal year and provide our financial guidance for the upcoming fiscal year. This timing allows the ~~Compensation~~ Committee to have a complete financial performance picture prior to making compensation decisions.

Decisions with respect to prior fiscal year performance, as well as annual equity awards, base salary increases and target performance levels for the current fiscal year and beyond, ~~are~~ also typically are made at this meeting. Further, any equity awards ~~recommended~~approved by the ~~Compensation~~ Committee at this meeting ~~if approved,~~ are dated as of the date of the ~~Compensation~~ Committee meeting. As such, the ~~Compensation~~ Committee does not time the grants of options or any other equity incentives to the release of material non-public information.

The exceptions to this timing are awards to executives who are promoted or hired from outside of the ~~company~~Company during the fiscal year. These executives may receive ~~salary increases or~~ equity awards effective or dated, as applicable, as of the date of their promotion or ~~hire.~~hire or the next nearest scheduled Committee meeting.

Determination of CEO Compensation

At its first regularly scheduled meeting of the fiscal year, ~~in executive session without management present,~~ the ~~Compensation~~ Committee also reviews and evaluates CEO performance, and determines performance achievement levels, for the prior fiscal year. The ~~Compensation~~ Committee also reviews competitive

compensation data. ~~The Compensation~~Following review and discussion, the Committee ~~presents pay recommendations for the CEO to the independent members of the Board. During executive session,~~or the Board, ~~conducts its own review and evaluation of~~as applicable, approves the CEO’s ~~performance taking into consideration the recommendations of the Compensation Committee.~~executive compensation.

~~2015~~2017 Compensation Elements

Base Salary

Base salaries are designed to recognize and reward the skill, competency, experience and performance an executive brings to the position. Changes in salary will result primarily from a comparison against peer group market data, individual and ~~company~~Company performance, internal equity considerations, value to the organization, promotions, and the executive’s specific ~~responsibilities.~~responsibilities compared to market. The ~~Compensation~~ Committee reviews salaries for our executive officers annually.



Name	~~2015~~2017 Base Salary⁽¹⁾	Comment
~~William P. Stiritz~~	$1	~~Non-traditional compensation structure~~
Robert V. Vitale	$~~800,000~~1,000,000	The Committee voted to maintain Mr. Vitale’s current salary rate and did not approve an increase for 2017. Reflects ~~promotion to President and Chief Executive Officer~~50^th percentile market value.
Jeff A. Zadoks	$~~375,000~~515,000	Reflects ~~promotion to SVP and Chief Financial Officer~~a value somewhat below the peer group 50^th percentile.
James E. Dwyer, Jr.	$~~600,000~~675,000	~~Mr. Dwyer was hired with~~Reflects the ~~acquisition of Michael Foods in June 2014; his salary was reduced from $750,000 at his former employer to $600,000 to be in line with Post Holdings’ compensation structure~~
~~Richard R. Koulouris~~	~~$500,000~~	~~Mr. Koulouris was hired in February 2015 as part of the reorganization of business units; his salary was set based on an~~Committee’s thorough evaluation of competitive market data and the ~~specifications of his role within our compensation structure~~other relevant factors noted above.
Diedre J. Gray	$~~350,000~~460,000	Reflects a value somewhat below the peer group 50^th percentile.
Christopher J. Neugent	$675,000	Reflects ~~additional administrative responsibilities, including extensive oversight~~the Committee’s thorough evaluation of ~~Human Resources department~~competitive market data and ~~M&A execution~~
~~James L. Holbrook~~	~~$600,000~~	~~Reflects promotion to EVP; President and CEO, Consumer Brands (employment terminated March 13, 2015)~~
~~Terence E. Block~~	~~$550,000~~	~~Mr. Block did not receive a salary increase prior to his retirement on November 1, 2014~~the other relevant factors noted above.

~~_________~~


⁽¹⁾	The Committee approved 2015 salaries for Mr. Stiritz, Mr. Vitale, Mr. Zadoks, Mr. Dwyer and Ms. Gray effective November 1, 2014, consistent with changes in the Company’s management structure. Mr. Koulouris joined the Company on February 9, 2015.

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Annual Bonus (Senior Management Bonus Program)

Our NEOs are eligible to earn cash incentives based on fiscal year performance. The Senior Management Bonus Program is designed to reward our executives who attain superior annual performance in key areas that we believe create long-term value for shareholders. Performance is measured at both the corporate and business unit level.

For fiscal ~~2015,~~year 2017, the ~~Compensation~~ Committee approved Adjusted Free Cash Flow (corporate) and Adjusted EBITDA (business unit) as the primary performance ~~metrics at the corporate and business unit levels.~~metrics. Adjusted Free Cash Flow is used at the corporate level because we believe it is the best metric for tracking our performance relative to enhancement of shareholder value.

Potential financial adjustments to determine performance achievement levels include items such as changes in accounting principles, gains and losses on the sale of a business or business unit, M&A-related costs, goodwill write-off or asset impairment and other one-time, non-recurring or extraordinary items. These adjustments are consistent with our announced results.

Performance ~~measure~~measures: The following financial targets were ~~approved by~~included in the ~~Committee for fiscal 2015:~~Senior Management Bonus Program:

(dollars in millions)



Measure⁽¹⁾	Threshold⁽²⁾	Target⁽²⁾	Maximum⁽²⁾
Corporate-Adjusted Free Cash Flow	$761.90	$802.00	$842.10
Michael Foods-Adjusted EBITDA	$367.84	$387.20	$403.20
Post Consumer Brands-Adjusted EBITDA	$457.62	$474.10	$491.33

~~Measure~~⁽¹⁾See definitions of Corporate-Adjusted Free Cash Flow, Michael Foods-Adjusted EBITDA and Post Consumer Brands-Adjusted EBITDA in the footnotes to the Fiscal Year 2017 Performance Achievement table below.

⁽²⁾When evaluating financial goals / results, the Committee generally excludes one-time, non-recurring or extraordinary items.

~~Threshold~~⁽²⁾

~~Target~~⁽²⁾

~~Maximum~~⁽²⁾

~~Corporate - Adjusted Free Cash Flow~~⁽³⁾

~~$410M~~

~~$440M~~

~~$470M~~

~~Michael Foods - Adjusted EBITDA~~⁽⁴⁾

~~$242M~~

~~$255M~~

~~$268M~~

~~Post Foods - Adjusted EBITDA~~⁽⁵⁾

~~$216M~~

~~$227M~~

~~$238M~~

~~_________~~


⁽¹⁾	See definitions of Corporate - Adjusted Free Cash Flow, Michael Foods - Adjusted EBITDA and Post Foods - Adjust EBITDA in the footnotes to the “Fiscal 2015 Performance Achievement” table on page 24.


⁽²⁾	~~When evaluating financial goals / results, the Committee generally excludes one-time, non-recurring or extraordinary items.~~


⁽³⁾	~~Represents the sole financial performance requirements for Mr. Vitale, Mr. Zadoks and Ms. Gray.~~


⁽⁴⁾	~~Represents the sole financial performance requirements for Mr. Dwyer.~~


⁽⁵⁾	~~Represents the sole financial performance requirements for Mr. Koulouris.~~

Upon completion of the fiscal year, the ~~Compensation~~ Committee determines achievement levels ~~vs.~~versus the pre-approved financial requirements. ~~Also, the Compensation~~The Committee also performs a comprehensive review of the overall financial performance at the corporate and business unit levels. For performance achievement between the threshold, target and maximum performance levels, earned amounts are interpolated on a straight-line basis between points. The ~~Compensation~~ Committee retains flexibility to make adjustments as needed to incorporate the results of ~~their~~its comprehensive financial review.

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Target award opportunities: The following target bonuses (as a percentage of base salary) were approved by the ~~Compensation~~ Committee for fiscal ~~2015:~~year 2017:



Name	~~2015~~2017 Target ^(1),(2) (% of Salary)	Comment
~~William P. Stiritz~~	~~Not applicable~~	~~Non-traditional compensation structure~~
Robert V. Vitale	120%	~~Reflects promotion to President and Chief Executive Officer~~No change from 2016
Jeff A. Zadoks	100%	~~Reflects promotion to SVP and Chief Financial Officer~~No change from 2016
James E. Dwyer, Jr.	100%	~~Reflects incentive structure consistency for our senior executives, and our compensation philosophy of greater emphasis on at-risk compensation vs. fixed compensation~~
~~Richard R. Koulouris~~	~~100%~~	~~Reflects incentive structure consistency for our senior executives, and our compensation philosophy of greater emphasis on at-risk compensation vs. fixed compensation~~No change from 2016
Diedre J. Gray	100%	~~Reflects incentive structure consistency for our senior executives, and our compensation philosophy of greater emphasis on at-risk compensation vs. fixed compensation~~No change from 2016
~~James L. Holbrook~~Christopher J. Neugent	100%⁽³⁾	No change ~~in fiscal 2015 prior to employment termination~~
~~Terence E. Block~~	~~100%~~⁽³⁾	~~No change in fiscal 2015 prior to retirement~~from 2016

~~_________~~

⁽¹⁾

The ~~Compensation~~ Committee approved ~~2015~~2017 targets ~~for Mr. Vitale, Mr. Zadoks, Mr. Dwyer~~at the November 2016 Committee meeting based on a thorough review of competitive market data and ~~Ms. Gray, effective November 1, 2014, consistent with changes~~evaluation of other relevant factors noted in the ~~Company’s management structure. Mr. Koulouris joined the Company on February 9, 2015.~~CD&A section above entitled 2017 Compensation Elements-Base Salary.


⁽²⁾	Participants may earn from 50% to 150% of ~~his or her~~ target bonus based on performance achievement between threshold and maximum. Payout opportunities for performance between threshold, target and maximum are interpolated on a straight-line basis.


⁽³⁾	~~Mr. Block retired in November 2014, and Mr. Holbrook resigned in March 2015.~~

Actual ~~2015~~Fiscal Year 2017 performance assessment and earned amounts: ~~As previously noted, the Compensation~~The Committee approved the following attainment levels for corporate Adjusted Free Cash Flow and business unit Adjusted EBITDA ~~goals~~ for fiscal ~~2015:~~year 2017:

(dollars in millions)



~~Fiscal 2015 Performance Achievement~~	~~Threshold~~	~~Target~~	~~Maximum~~	~~Actual~~
~~Corporate - Adjusted Free Cash Flow~~⁽¹⁾	~~$410M~~	~~$440M~~	~~$470M~~	~~$498.6M~~
~~Michael Foods - Adjusted EBITDA~~⁽²⁾	~~$242M~~	~~$255M~~	~~$268M~~	~~$276.6M~~
~~Post Foods - Adjusted EBITDA~~⁽³⁾	~~$216M~~	~~$227M~~	~~$238M~~	~~$246.0M~~

~~_________~~



Fiscal Year 2017 Performance Achievement	Threshold	Target	Maximum	Actual
Corporate-Adjusted Free Cash Flow⁽¹⁾	$761.90	$802.00	$842.10	$794.5
Michael Foods-Adjusted EBITDA⁽²⁾	$367.84	$387.20	$403.20	$353.2
Post Consumer Brands-Adjusted EBITDA⁽³⁾	$457.62	$474.10	$491.33	$477.2

⁽¹⁾

~~Corporate - Adjusted~~Corporate-Adjusted Free Cash Flow is a non-GAAP measure which represents Adjusted EBITDA less cash capital expenditures from the Company’s Annual Report on Form 10-K ~~excluding~~of $190.4 million (both of which were adjusted to exclude the ~~amount~~impact of ~~cash~~the Company’s recent acquisition of Weetabix and certain corporate capital ~~expenditures related to~~initiatives which were not taken into account when the ~~MOM Brands acquisition completed in May 2015.~~Committee determined the Company’s Adjusted Free Cash Flow attainment levels). Adjusted EBITDA, as used herein, represents the consolidated net earnings of the Company excluding income taxes, net interest expense, depreciation and amortization, non-cash ~~stock based~~stock-based compensation, restructuring and plant closure costs, transaction costs, integration costs, inventory valuation adjustments on acquired businesses, ~~costs to effect the Company’s separation from Ralcorp,~~ mark-to-market adjustments on commodity hedges, mark-to-market adjustments and settlements on interest rate swaps, losses on asset sales, ~~gain on change in fair value of acquisition earn-out,~~provisions for legal ~~settlement,~~settlements, gains from insurance and indemnification proceeds, foreign currency gains and losses on intercompany loans and gain on sale of ~~plant, purchase price adjustments of acquisitions, intangible asset impairments and the financial results of the MOM Brands acquisition completed in May 2015.~~business.

⁽²⁾

Michael ~~Foods - Adjusted~~Foods-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Michael Foods Group segment from the Company’s Annual Report on Form 10-K, excluding ~~the financial results of the Dakota Growers pasta business,~~ depreciation and amortization, mark-to-market adjustments on commodity hedges ~~gains from insurance~~ and ~~indemnification proceeds and foreign currency gains and losses on intercompany loans.~~provisions for legal settlements.

⁽³⁾

Post ~~Foods - Adjusted~~Consumer Brands-Adjusted EBITDA is a non-GAAP measure which represents the segment profit of the Post Consumer Brands segment from the Company’s Annual Report on Form 10-K, excluding the ~~financial~~ results of the ~~MOM Brands acquisition completed in May 2015,~~Attune business, the Weetabix North America business acquired on July 3, 2017, depreciation and amortization, mark-to-market adjustments on commodity hedges, provisions for legal settlements and integration ~~costs and intangible asset impairments.~~costs.

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Based on the approved actual ~~2015 financial~~fiscal year 2017 performance results above, and the results of the ~~Compensation~~ Committee’s comprehensive financial review, the ~~Compensation~~ Committee approved the following bonus amounts:


Approved Fiscal 2015 Actual Bonuses
Approved Fiscal Year 2017 Actual Bonuses
Name⁽¹⁾	2015 Target Bonus (% of Salary)	2015 Actual Bonus (% of Target)	2015 Actual Bonus	2017 Target Bonus (% of Salary)	2017 Actual Bonus (% of Target)	2017 Actual Bonus
William P. Stiritz	Not applicable
Robert V. Vitale	120%	150%	$1,440,000	120%		$1,200,000
Jeff A. Zadoks	100%	150%	$562,500	100%		$515,000
James E. Dwyer, Jr.	100%	150%	$900,000	100%	50%	$337,500
Richard R. Koulouris⁽²⁾	100%	150%	$750,000
Diedre J. Gray	100%	150%	$525,000	100%		$460,000
Christopher J. Neugent				100%		$675,000

~~_________~~The Company fell just short of its corporate overall Adjusted Free Cash Flow target of $802 million, delivering $794.5 million of Adjusted Free Cash Flow. However, when determining bonus amounts at the corporate level, the Committee took into account that the Company had a strong fiscal year 2017 performance, including the Company’s stock price performance, both on an absolute basis and when compared to the Company’s peers. The Committee also considered the activities undertaken by management to position the Company for future growth, including substantial corporate projects around two major

⁽¹⁾

acquisitions and several financing efforts. In light of these considerations, as well as the fact that management met external expectations and the budget previously approved by the Board, the Committee exercised its reasonable discretion to determine to pay out bonuses at the corporate level, including to Messrs. Vitale and Zadoks and Ms. Gray, at the 100% target level.

The Michael Foods Group business did not meet the established Adjusted EBITDA threshold level of $367.84 million, delivering $353.2 million of Adjusted EBITDA. In determining incentive plan payouts for fiscal year 2017 for Mr. Dwyer, the Committee considered not only the overall strong performance of the Company as a whole, but also certain additional factors which impacted the Michael Foods Group business such as:

successful navigation of the avian influenza outbreak which affected Michael Foods Group’s egg business;

substantial investments in cage-free housing systems for hens across the Michael Foods Group network; and

successful integration of a newly acquired pasteurized egg business into Michael Foods Group.

These factors were not considered at the time the fiscal year’s performance goals and related metrics were established, and they substantially impacted the ability of the Michael Foods Group business to reach the Adjusted EBITDA threshold milestone for fiscal year 2017. The Committee, exercising its reasonable discretion, determined to pay out bonuses to the Michael Foods Group business, including to Mr. Dwyer, at the 50% threshold level.

~~Mr. Block and Mr. Holbrook are not included in this table because they were not employed at the end of the fiscal year.~~


⁽²⁾	~~Although~~Mr. Koulouris started with the Company in February 2015, the Compensation Committee exercised discretion and decided to pay Mr. Koulouris his full bonus to compensate his extensive efforts in structuring the MOM Brands transaction and ensuring a smooth transition.

Long-Term Incentives -— Annual Grants

The ~~Compensation~~ Committee believes in a balanced approach to long-term incentive compensation, with an emphasis on performance-based compensation. Our regular ongoing equity structure consists of stock options and RSUs. We firmly believe that stock options especially represent effective performance-based compensation.

The ~~Compensation~~ Committee uses competitive market data from our annual total compensation study to assist with targeted long-term incentive value. In addition, the ~~Compensation~~ Committee considers individual performance, potential future contributions to our business, internal equity, and management’s recommendations. ~~For~~

Our fiscal year 2017 equity value mix was approximately 75/25 stock option and RSU value for Mr. Vitale, 65/35 for Messrs. Dwyer and Neugent, and 55/45 for Mr. Zadoks and Ms. Gray. This approach is consistent with our ~~regular ongoing 2013 and 2014 equity grants~~philosophy of granting a higher weight of performance-based value (achieved with stock options) to our CEO ~~(excluding promotional~~ and special grants), our grants have consisted of approximately five stock options for every one RSU, translating into an LTI value mix, on average, of approximately 65% stock option value and 35% RSU value.business unit leaders.

Stock options: The value of stock options is based solely on stock price appreciation after the grant date. Stock option grants have a ten-year term and one-third of the grant vests on the first, second and third anniversaries of the grant date. The exercise price is determined based on our closing stock price on the grant date.

RSUs: The value of RSUs provides a base level of retention value as well as incentive for increasing shareholder value after the grant date. RSUs vest one-third per year on the first, second and third anniversaries of the grant date.

~~Long-term performance plan: Based on shareholder feedback, we are reviewing~~Long-Term Incentives — Fiscal Year 2018 Grants

The Committee engaged with the ~~appropriateness, form~~independent compensation consultant to design and ~~proper timing of~~implement a new three-year long-term performance ~~plan implementation using longer-term financial metrics.~~program for fiscal year 2018. The new program will focus on our three-year total shareholder return against companies in our industry.

Value of Option Awards

We determine the fair value of stock option grants in accordance with ~~generally accepted accounted principles (“GAAP”) standard~~FASB ASC Topic 718 and the SEC’s Staff Accounting Bulletin Topic 14. Application of this guidance has historically caused our fair value estimates to be somewhat lower than those determined by external shareholder advisory firms, primarily due to differences in assumptions for the expected term of the options. For ~~Mr. Stiritz, we assumed an expected term of approximately 4.5 years based on a combination of Mr. Stiritz’s age and his employment term as~~ our ~~Executive Chairman. For our other~~ standard ~~three year~~three-year vesting awards, we have used the simplified method allowed under ~~GAAP~~generally accepted accounting principles (“GAAP”) as we do not have sufficient historical share option exercise experience. This approach resulted in an expected term of 6.5 ~~years which represents the midpoint between the third year after grant, the vesting date, and the full 10-year term of the option.~~years. The advisory firms use a full ten-year expected term for their stock option valuations, regardless of ~~circumstances.~~

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~~CEO Compensation Structure~~

~~The following table summarizes Mr. Vitale’s compensation for 2015:~~



~~Pay Element~~	~~Description~~
~~Total Compensation Opportunity~~	~~Base salary, target bonus, and the regular equity grant were set below the 50~~^th ~~percentile of the peer companies (based on the October 2014 total compensation study)~~ ~~Including the amortized value of the one-time promotional equity grant, Mr. Vitale’s total compensation was competitively positioned at slightly above the 50~~^th ~~percentile~~
~~Base Salary~~	~~$800,000~~
~~Target Bonus~~	~~120% of base salary~~
~~Equity Grant - Regular (Oct 2014)~~⁽¹⁾	~~125,000 stock options and 25,000 RSUs with three-year ratable vesting~~ ~~Approx. $2.2 million grant date fair value comprised of 61% option value and 39% RSU value~~
~~Equity Grant - Promotion (Feb 2015)~~⁽¹⁾	~~300,000 stock options with three-year ratable vesting~~ ~~Approx. $4.9 million grant date fair value~~

~~_________~~


⁽¹⁾	The grant date fair values for our equity grants represent the ASC Topic 718 value for accounting and proxy reporting purposes. These values vary from the proxy advisory firms’ calculations due to differences in Black-Scholes stock option pricing model assumptions. We believe the ASC Topic 718 value is the most acceptable and consistent valuation model to utilize for these valuations.

~~Longer-term grants~~: Following our May 2012 spin-off from Ralcorp and prior to his November 2014 promotion to President and Chief Executive Officer, Mr. Vitale received equity grants in his role as our Chief Financial Officer. Those grants were mostly subject to a three-year ratable vesting schedule. However, Mr. Vitale’s equity grants made in November of 2012 are subject to a seven-year vesting requirement, vesting in full on November 19, 2019. These grants significantly enhance retention value and a long-term outlook for shareholder value.

Mr. Vitale received two equity grants in fiscal 2015. The October 2014 grant was part of our regular ongoing equity grant cycle consisting of stock options and RSUs with three-year ratable vesting. The February 2015 stock option grant was a special one-time grant to recognize Mr. Vitale’s promotion to our President and Chief Executive Officer role, with similar three-year vesting provisions.

~~Executive Chairman Compensation Structure~~

Mr. Stiritz was the Chairman of the Board at Ralcorp from 1994 to February 2012. As Chairman, he directed our spin-off from Ralcorp effective February 2012. Our spin-off has generated above-market shareholder returns of 120% from the period of February 6, 2012 to September 30, 2015, along with growth in our enterprise value from $1.8 billion to $8.4 billion. Illustrated below is a timeline of Mr. Stiritz’s employment and compensation history at the Company.

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~~Total Compensation Strategy - Historical Perspective~~: In May 2012, the Company entered into a three-year employment agreement with Mr. Stiritz. The negotiated compensation structure was non-traditional in that it provided a total compensation opportunity solely in the form of equity grants. The arrangement was contemplated to cover three-years of total compensation opportunity at approximately the 50th percentile of competitive market practice (based on our compensation consultant’s 2012 total compensation study against industry peer companies). At that time, no additional future compensation actions were contemplated unless (per Mr. Stiritz’s employment agreement) there was a “material change in capitalization of the Company or a material change in the Company’s ~~size and scope.” Mr. Stiritz’s 2012 compensation structure was established as follows:~~circumstances.



~~Mr. Stiritz’s Fiscal 2012 Pay Element~~	~~Amount / Comment~~
~~Total compensation objective~~	~~The regular grant represented approximately the total compensation 50~~^th ~~percentile over three years, with higher-than-market risk due to the all equity structure~~ ~~The special grant was intended to separately recognize Mr. Stiritz for his leadership role in the successful spin-off transaction~~ ~~The combined value of the regular and special recognition grants represented total compensation at approximately the 75~~^th ~~percentile of market practice (with higher-than-average risk vs. market practice) for three-years~~
~~Base Salary~~	~~Set at $1.00~~
~~Annual Bonus~~	~~Not eligible~~
~~Equity Grant - Regular~~	~~1,550,000 stock options with a grant date fair value of $12.8 million on grant date~~ ~~Three-year ratable vesting~~
~~Equity Grant - Special Recognition for Successful Spinoff Transaction~~	~~312,500 RSUs with a grant date fair value of $9.8 million on grant date~~ ~~Three-year ratable vesting~~
~~Special Provision~~	~~Exercise / payment restrictions (mandatory holding period until termination of employment):~~ ~~Mr. Stiritz's stock options may not be exercised and the delivery of vested RSUs must be deferred until he is no longer employed by Post~~

From May 2012, when Mr. Stiritz signed his initial employment agreement, through the end of fiscal 2015, the Company experienced significant changes in size, scope and complexity. The following timeline summarizes our business transformation since February 2012:

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As evidenced by the business transformation timeline, by October 2013 the Company had materially changed in size, scope and complexity. Also in October 2013, future business changes that were consummated in January and February 2014 were in process and considered as part of the Board’s deliberations on whether to modify Mr. Stiritz’s compensation package.

The Board concluded that the Company had materially changed and recognized that Mr. Stiritz received no equity grants during fiscal 2013. The Board approved a one-year extension to Mr. Stiritz’s employment contract to May 2016 and approved the following compensation action:



~~Mr. Stiritz’s Fiscal 2014 Pay Element~~	~~Amount / Comment~~
~~Total compensation objective~~	~~In connection with the one-year extension of employment services, the Board approved the October 2013 equity grant at the 75~~^th ~~percentile for annual long-term incentive value and between the 50~~^th ~~and 75~~^th ~~percentiles for annual total compensation value (with higher-than-average risk vs. market practice due to the all equity structure)~~
~~Base Salary~~	~~Remained at $1.00~~
~~Annual Bonus~~	~~Remained not eligible~~
~~Equity Grant~~	~~600,000 stock options with a grant date fair value value of $5.5 million on grant date~~ ~~Three-year ratable vesting~~
~~Special Provision~~	~~Exercise / payment restrictions (mandatory holding period until termination of employment):~~ The Board approved the continuation of this restrictive provision. Mr. Stiritz's vested stock options may not be exercised and the delivery of vested RSUs must be deferred until he is no longer employed by Post

~~Management succession strategy~~: During 2014, our Board established a management succession strategy to separate the roles of Chairman and Chief Executive Officer. The successful execution of that strategy was realized on November 1, 2014:

~~Mr. Vitale was promoted to the role of President and Chief Executive Officer; and~~

~~Mr. Stiritz was appointed to the Executive Chairman role.~~

~~To fully recognize the synergies of splitting the two roles, our Board created separate and distinct job profiles:~~



~~Mr. Stiritz~~ ~~Executive Chairman~~	~~Mr. Vitale~~ ~~Chief Executive Officer~~
~~Provide overall strategic counsel~~	~~Head day-to-day operations~~
~~Provide M&A insight / strategy~~	~~Direct execution and financing of M&A activity~~
~~Coordinate Board / Committee activities~~	~~Manage shareholder and lender relationships~~
	~~Supervise and manage leaders of the business units~~
	~~Communicate regularly with the Board~~

In October 2014, in addition to appointing Mr. Stiritz as our Executive Chairman and extending his employment term for approximately 18 months, the Board also concluded (as evidenced by our business transformation timeline) that the Company had transitioned through another material change in size, scope and complexity. For these reasons, the Board approved the following compensation action:



~~Mr. Stiritz’s Fiscal 2015 Pay Element~~	~~Amount / Comment~~
~~Total compensation objective~~	~~Based on the rationale disclosed above, the Board approved an October 2014 equity grant near the 50~~^th ~~percentile for annual long-term incentive value, but below the 50~~^th ~~percentile for annual total compensation value (with much higher-than-average risk based on the premium exercise price requirement)~~
~~Base Salary~~	~~Remained at $1.00~~
~~Annual Bonus~~	~~Remained not eligible~~
~~Equity Grant~~	~~1,000,000 premium-priced stock options with grant date fair value of $3.2 million on grant date~~ Exercise price set at $55.00. Grant date stock price was $33.79. The exercise price was set based on the approximate value of our stock when we acquired Michael Foods in June 2014. Represents approximately a 63% premium that must be delivered to shareholders before Mr. Stiritz may recognize gain. Vesting again was set at three-year ratable
~~Special Provision~~	~~Exercise / payment restrictions (mandatory holding period until termination of employment):~~ The Board approved the continuation of this restrictive provision. Mr. Stiritz's vested stock options may not be exercised and delivery of vested RSUs must be deferred until he is no longer employed by Post

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Other Compensation Policies

Stock Ownership Guidelines

We have stock ownership guidelines applicable to non-employee directors and corporate executive officers. Our ~~board~~Board of ~~directors~~Directors believes it is in the best interests of the Company and our shareholders to align the financial interests of executive officers and non-employee directors with those of our shareholders. Our ~~Executive Chairman~~guideline structure is ~~expected to own shares of Company stock in an amount equal to $15 million. Our President and~~ as follows:

Chief Executive Officer ~~is expected to own shares of common stock valued at five~~- 5 times ~~the base~~ salary ~~and each of the other executive officers is expected to own stock valued at two~~

Executive Officers - 2 times ~~the base salary. Our non-employee directors are expected to own shares of common stock valued at two~~salary

Non-Employee Directors - 5 times ~~the~~ annual ~~retainer.~~retainer

Participants are expected to comply with the ownership requirements within five years of an appointment to a qualified position. As of September 30, ~~2015, two-thirds~~2017, over 90% of participants were in compliance with the ownership requirements, and all who are not compliant ~~are still within the five year timeframe~~have been granted an exception for compliance. The ~~guidelines were last amended in August 2015 to clarify the~~ categories of stock ownership that satisfy the ownership criteria ~~and provides that the following forms of ownership satisfy the ownership guidelines:~~ include:

shares owned directly or indirectly (e.g. by spouse or trust), ;

unvested cash or stock-settled restricted stock or restricted stock ~~units,~~ units;

shares invested in the Savings Investment ~~Plan or the Executive Savings Investment Plan~~Plan; and

share equivalents under our deferred compensation plans.

Unvested stock options and stock appreciation rights are not be included ~~for~~when determining compliance with the guidelines. The ~~Compensation~~ Committee is responsible for monitoring the application of the stock ownership guidelines and may modify the guidelines in its discretion, including as a result of dramatic or unexpected changes in the market value of Post common stock. The ~~Compensation~~ Committee has the discretion to enforce these stock ownership guidelines on a case-by-case basis. In accordance with our guidelines, the Committee has approved an exception to Mr. Curl’s stock ownership requirement based on his employer’s conflicts of interest policy.

Recoupment (“Clawback”) Policy

~~New for 2015 - In response to shareholders and in keeping with market best practice, we adopted a formal clawback policy on May 4, 2015.~~

We have ~~established~~ an executive compensation “clawback” policy in connection with performance-based compensation. The clawback policy provides that in the event there is a restatement of the Company’s financial results, other than due to a change in applicable accounting methods, rules or interpretations, the ~~Compensation~~ Committee, to the extent allowable under applicable law, has the authority to recoup performance-based compensation paid to a director or executive officer during the three-year period preceding the restatement if (i) the restatement would result in the payment of a reduced award if the award were recalculated based on the restated results and (ii) the director or executive officer engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement. The policy went into effect on May 4, 2015 and applies to all performance-based compensation granted, paid or credited after May 4, 2015.

Policy on Hedging and Pledging Company Stock

~~New for 2015 - Effective May 4, 2015, based on shareholder feedback, we adopted comprehensive anti-hedging and anti-pledging policies which apply to directors and executive officers.~~

We ~~maintain~~have a policy that prohibits directors and executive officers from engaging in derivative or hedging transactions in the Company’s securities and ~~have~~ a policy that prohibits pledging of shares by directors and executive officers. Specifically, the policy prohibits directors and executive officers from (i) purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of the Company’s common stock or other equity securities or (ii) pledging, hypothecating or otherwise encumbering shares of the Company’s common stock or other equity securities as collateral for indebtedness, including holding such shares in a margin account. ~~The policy was adopted on May 4, 2015.~~

Compensation Risk Assessment

The Committee is responsible for overseeing the risks relating to compensation policies and practices affecting senior management on an ongoing basis. The Committee believes our governance policies and compensation structure result in a compensation system that is not reasonably likely to lead to management decisions that would have a material adverse effect on the Company. The following features of our program mitigate this risk:

~~The~~the Committee retains an independent compensation advisor to assist with annual compensation decisions;

~~The~~the Board approves the Senior Management Bonus Program financial goals at the start of the fiscal year, and approves the performance achievement level and final payments earned at the end of the fiscal year;

~~The~~the Senior Management Bonus Program caps potential payouts at 150% of the target opportunity to mitigate potential windfalls;

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Wewe utilize a mix of cash and equity variable incentive programs, and all equity awards are subject to multi-year vesting;

Wewe utilize a portfolio of equity award types;

we utilize competitive general and change-in-control severance programs to help ensure executives continue to work towards the shareholders’ best interests in light of potential employment uncertainty;

~~Executive~~executive officers are subject to minimum stock ownership guidelines and limitations on trading in our securities, including prohibitions on hedging and pledging; and

Anan incentive clawback policy permits the Company to recoup compensation paid on the basis of financial results that are subsequently restated.

Limitations on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code sets a limit on deductible compensation of $1,000,000 per person, per year for the chief executive officer and the next three highest-paid executives (excluding the chief financial officer). However, the deduction limit does not apply if the compensation is strictly ~~performance based.~~performance-based. In establishing total compensation for such officers, the ~~Compensation~~ Committee considers the effect of Section 162(m). However, corporate objectives may not always be consistent with the requirements for full deductibility. Therefore, deductibility is not the sole factor used in setting the appropriate compensation levels paid by ~~Post~~the Company and decisions leading to future compensation levels may not be fully deductible under Section 162(m). We believe this flexibility enables us to respond to changing business conditions or to an executive’s exceptional individual performance.

Benefits and Perquisites

Retirement - —Deferred Compensation

We maintain non-qualified deferred compensation plans for ~~non-employee directors and~~ key employees. These plans provide executives with an opportunity to accumulate funds for retirement. The deferred compensation plan allows eligible employees to defer all or a portion of any eligible bonus earned on a pre-tax basis. The committee that administers the plan may determine that matching contributions may be made for any of Post’s fiscal years. Absent such determination, no matching contribution is made. We also maintain an executive savings investment plan which permits eligible employees to make pre-tax deductions of between 1% and ~~44%~~75% of their ~~annual compensation.~~base salaries. Income taxes on the amounts deferred and any investment gains are deferred until distributed. The plan does not provide for Company matching contributions. The plan does permit, if approved, a discretionary annual employer ~~contribution.~~contribution, which vests at 25% of each year of service.

Deferred compensation under the plans may be hypothetically invested in Post common stock equivalents or in a number of funds operated by Vanguard Fund Group, Inc. with a variety of investment strategies and objectives. Under this plan, distribution of deferrals invested in common stock equivalents are made in cash in the amount of the value of such equivalents at the time of retirement from the Board, and deferrals invested in the Vanguard funds are made in cash. A number of investment funds are available as “benchmark” investment options. Amounts contributed continue to grow on a tax-deferred basis until distributed. We do not guarantee the rate of return of any fund. Any matching contributions under the deferred compensation plan are deemed to be hypothetically invested in Post common stock equivalents. Under both plans, distributions of deferrals invested in common stock equivalents are generally made in shares of our common stock, and deferrals hypothetically invested in the Vanguard funds are made in cash. As with any deferred compensation plan, there are restrictions on deferral and distribution elections as well as potential financial exposure to changes in our financial health. ~~These plans allow executives to accumulate funds for retirement.~~ See the subsection Non-Qualified Deferred Compensation ~~below~~on page 36 for further information.

Perquisites

We provide executives limited perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation philosophy. These benefits help retain and attract superior employees for key positions. The ~~Compensation~~ Committee reviews the levels of perquisites and other benefits periodically.

~~Currently~~Except as noted below, currently the only perquisite provided ~~by Post~~ is personal use of our corporate aircraft. Our executive officers may use the plane for personal use with prior authorization of the Chief Executive Officer. Our ~~Compensation~~ Committee has the authority to grant tax gross-ups related to such use. ~~In fiscal 2012, the~~The Committee ~~authorized~~can authorize tax gross-ups related to such use provided that they do not exceed $100,000 for any individual or $200,000 in the aggregate during any fiscal year, which limits remained in effect for fiscal ~~2015.~~year 2017. The ~~Compensation~~ Committee reviews the levels of perquisites and other benefits periodically. Personal use of the Company aircraft is discussed in the Summary Compensation Table below where applicable.

In addition, Mr. Neugent received a $4,500 car allowance in fiscal year 2017, which has been discontinued for subsequent fiscal years. This car allowance is discussed in the Summary Compensation Table below where applicable.

Change in Control and Involuntary Termination Treatment

Management Continuity Agreements ~~(Change-in-Control Coverage)~~

~~We have entered into management continuity agreements with all~~Each member of our senior management, including the NEOs whose compensation is discussed herein, ~~except Mr. Stiritz. These~~has entered into a management continuity agreement or is a participant in our Executive Severance Plan described below. The management continuity agreements are intended to promote stability and continuity of senior management in the event of an actual or anticipated change ofin control of ~~Post.~~the Company. The ~~board~~Board of ~~directors~~Directors authorized these agreements in recognition of the importance to us and our shareholders of avoiding the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate changes. Our ~~board~~Board of ~~directors~~Directors is of the

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opinion that a properly designed change in control agreement protects shareholder interest by providing (i) incentives to remain with the ~~company~~Company despite uncertainties while a transaction is under consideration or pending and (ii) assurance of severance benefits for terminated ~~employees, and (iii) access to equity components~~employees.

Under the management continuity agreements, in the event of ~~total compensation after~~an involuntary termination in association with a change in ~~control.~~

~~Under the~~control, a NEO who has executed a management continuity agreement ~~an officer~~ may receive (i) a lump sum severance payment ~~(equal~~equal to ~~two or~~the present value of three years of base ~~pay depending on~~salary plus the ~~officer)~~present value of the greater of three years of (A) the NEO’s target bonus for the year in which termination occurred and (B) the NEO’s last annual bonus preceding the termination or change in control (whichever is greater), (ii) a lump sum payout equal to the ~~present~~ actuarial value of continued participation in certain welfare benefit plans or equivalent benefits, (iii) outplacement assistance, and (iv) reimbursement for certain litigation expenses.

~~Information regarding payments under the agreements for the corporate officers named in this proxy statement is provided in~~ ~~Potential Payments upon Termination of Employment or Change in Control~~ ~~below.~~

Executive Severance Plan

~~Prior to the approval of a new~~We adopted an executive severance plan in fiscal year 2015 ~~employment terminations were handled on a case-by-case basis. In~~(which we amended in fiscal ~~2015, Mr. Block retired from the Company~~year 2016 and ~~Mr. Holbrook’s employment terminated following a reorganization of our business units. Further information can be found in the~~ ~~Potential Payments Upon Termination of Employment or Change In Control~~ ~~section below.~~

As part of Mr. Block’s retirement, on October 9, 2014, the Company entered into a Separation and Release Agreement which provided for: (a) a lump sum payment of $1.1 million; (b) the acceleration of vesting of 38,001 shares of restricted stock units and 200,000 non-qualified stock options; (c) Mr. Block to remain available on a consulting basis for the Company until December 31, 2014; and (d) a general release of all claims Mr. Block may have against the Company.

Mr. Holbrook’s separation, effective March 13, 2015, is governed by a Separation and Release Agreement, which generally provides that the Company will (a) pay Mr. Holbrook a lump sum payment of $1.2 million, and (b) accelerate the vesting of 55,667 shares of restricted stock units and 290,000 non-qualified stock options in exchange for (i) a non-compete and non-solicitation agreement, and (ii) a general release of all claims against the Company.

In fiscal ~~2015, we adopted an executive severance plan,~~year 2017), which generally provides the following benefits in the event of a termination of employment by us without cause or by the executive for good reason:

~~Two~~a lump sum payment of two times the executive’s annual base salary and target ~~bonus;~~bonus, plus $20,000;

~~Prorated~~a prorated bonus for the year of termination;

for any equity award with a time-based vesting schedule that is not pro rata, or with a vesting schedule that does not provide for any vesting on or before the first anniversary of the date of grant of the equity award, vesting of the equity award as if there was a three-year pro rata vesting schedule with vesting occurring on the first, second and third anniversaries of the date of grant (to the extent the equity award had not already vested at a greater percentage);

12up to twelve weeks of COBRA subsidy at active employee rates upon timely election of ~~COBRA plus~~COBRA; and

outplacement services.

The executive severance plan also provides severance benefits in the event of an involuntary termination in association with a ~~lump sum payment~~change of ~~$20,000.~~control of the Company to Mr. Neugent and to other participating senior management employees who have not executed a management continuity agreement. Mr. Neugent’s benefits mirror the benefits that are provided for in the management continuity agreements described immediately above under Management Continuity Agreements.

~~In order to receive the benefit, the executive will need to sign a release of claims against the Company.~~ We believe that ~~these~~the management continuity agreements and the Executive Severance Plan are fair to the executives and to our ~~stockholders~~shareholders and, because the severance benefits are ~~negotiated at the time of the agreement,~~agreed to before a possible termination, they avoid the need for protracted negotiations at the termination date.

Equity Compensation

Generally, if a NEO ceases to be employed by the Company in the event of an involuntary termination in association with a change in control, each equity award held by such NEO vests. With some exceptions, if a NEO’s employment terminates other than due to death or disability outside of the context of a change of control, each unvested equity award held by such NEO is forfeited. See the subsection Potential Payments Upon Termination of Employment or Change in Control on page 37 for further information.

~~Table of Contents~~

Summary Compensation Table

The following table shows information about the compensation of our ~~Executive Chairman, our~~ Chief Executive Officer, our Chief Financial Officer and the three most highly compensated officers who were serving as named executive officers at September 30, ~~2015, and two individuals for whom disclosure would have been provided but for the fact that the individuals were not serving as executive officers at September 30, 2015.~~2017.

Name and Principal Position Year
Salary
($)

Bonus
($)⁽⁵⁾

Stock
Awards
($)⁽⁶⁾

Option
Awards
($)⁽⁷⁾

Non-Equity
Incentive Plan
Compensation
($)⁽⁸⁾

Changes in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)⁽⁹⁾

All Other
Compensation
($)⁽¹⁰⁾

Total
($)
William P. Stiritz 2015 1
—
—
3,216,694
—
—
99,026
3,315,721
Executive Chairman 2014 1
—
—
5,500,375
—
—
183,229
5,683,605
2013 1
—
—
—
—
—
130,111
130,112
Robert V. Vitale 2015 775,000
—
844,750
6,308,581
1,440,000
—
97,594
9,465,925
President & CEO 2014 500,000
—
765,700
1,362,884
100,000
3,290
46,503
2,778,377
2013 427,500
—
643,910
1,205,598
430,000
2,548
63,164
2,772,720
Jeff A. Zadoks 2015 367,500
—
337,900
—
562,500
—
53,760
1,321,660
SVP & CFO 2014 285,000
—
1,330,850
—
205,200
5,116
18,353
1,844,519
2013 248,333
—
169,450
—
200,000
4,233
19,886
641,902
James E. Dwyer, Jr. ⁽¹⁾
2015 640,385
—
675,800
1,107,162
900,000
—
2,640
3,325,987
EVP; President & CEO,
Michael Foods Group
Richard R. Koulouris ⁽²⁾
2015 322,115
50,000
954,000
1,556,800
750,000
—
57,934
3,690,849
EVP; President & CEO,
Private Brands
Diedre J. Gray 2015 347,083
—
337,900
—
525,000
—
51,475
1,261,458
SVP, General Counsel &
Chief Administrative Officer
James L. Holbrook ⁽³⁾
2015 266,667
—
675,800
1,107,162
—
—
1,309,695
3,359,324
Former EVP; President & 2014 500,000
—
765,700
1,362,884
100,000
62,646
79,169
2,870,399
CEO, Consumer Brands 2013 427,500
—
643,910
1,205,598
430,000
35,008
69,531
2,811,547
Terence E. Block ⁽⁴⁾
2015 45,833
—
—
—
—
41,028
1,199,848
1,286,709
Former President & COO 2014 550,000
—
765,700
1,362,884
—
60,226
124,643
2,863,453
2013 500,000
—
643,910
1,050,765
500,000
4,921
100,511
2,800,107



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Changes in Pension Value and Non- Qualified Deferred Compensation Earnings ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)
Robert V. Vitale	2017	1,000,000	—	1,426,400	4,761,935	1,200,000	63,693	195,470	8,647,498
President & CEO	2016	975,000	—	12,419,957	2,629,121	1,800,000	27,752	158,658	18,010,488
	2015	775,000	—	844,750	6,308,581	1,440,000	—	97,594	9,465,925
Jeff A. Zadoks	2017	510,000	—	463,580	595,242	515,000	27,432	72,805	2,184,059
EVP & CFO	2016	462,500	—	605,000	404,480	712,500	14,645	58,604	2,257,729
	2015	367,500	—	337,900	—	562,500	—	53,760	1,321,660
James E. Dwyer, Jr.	2017	673,269	—	570,560	1,066,475	337,500	708	56,576	2,705,088
President & CEO,	2016	657,692	—	756,250	778,624	990,000	—	36,744	3,219,310
Michael Foods Group	2015	640,385	—	675,800	1,107,162	900,000	—	2,640	3,325,987
Diedre J. Gray	2017	455,625	—	463,580	520,837	460,000	26,784	76,906	2,003,732
EVP, General Counsel & Chief	2016	415,625	—	605,000	303,360	637,500	11,394	62,772	2,035,651
Administrative Officer, Secretary	2015	347,083	—	337,900	—	525,000	—	51,475	1,261,458
Christopher J. Neugent ⁽¹⁾	2017	668,750	—	570,560	1,066,475	675,000	3,583	121,990	3,106,358
President & CEO,	2016	619,988	—	756,250	778,624	937,500	—	38,752	3,131,114
Post Consumer Brands

_________


⁽¹⁾	Mr. ~~Dwyer~~Neugent joined the Company effective ~~June 2, 2014.~~May 4, 2015.


⁽²⁾	~~Mr. Koulouris joined the Company effective February 9, 2015.~~


⁽³⁾	~~Mr. Holbrook resigned from the Company effective March 13, 2015.~~


⁽⁴⁾	~~Mr. Block retired from the Company effective November 1, 2014.~~


⁽⁵⁾	~~For Mr. Koulouris, this amount represents a signing bonus awarded upon joining the Company.~~

⁽⁶⁾

The amounts relate to awards of restricted stock units granted in the fiscal year and reflect the aggregate grant date fair ~~value~~values computed in accordance with FASB ASC Topic 718, and do not correspond to the actual ~~value~~values that will be realized by the named executive officers. See Note 1718 to the Company’s fiscal year ~~2015 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718.~~

⁽⁷⁾

The amounts relate to option awards granted in the fiscal year and reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and do not correspond to the actual amount that will be realized upon exercise by the named executive officers. See Note 17 to the Company’s fiscal year 20152017 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718. For Mr. Vitale, in fiscal year 2016 this amount includes two restricted stock unit awards: (i) an annual grant on November 16, 2015 and (ii) a grant on February 2, 2016 in recognition of his service as CEO.

⁽³⁾

The amounts relate to option awards granted in the fiscal year and reflect the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 and do not correspond to the actual amounts that will be realized upon exercise by the named executive officers. See Note 18 to the Company’s fiscal year 2017 financial statements in the Company’s Annual Report on Form 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718. For Mr. Vitale, in fiscal year 2015 this amount includes two option awards: (i) an annual grant on October 9, 2014 and (ii) a grant on February 17, 2015 in recognition of his promotion to President and CEO.


⁽⁸⁾⁽⁴⁾	The amounts reported in this column reflect bonuses earned by the named executive officers during the fiscal year under our ~~senior management bonus program,~~Senior Management Bonus Program, discussed above in our Compensation Discussion and Analysis.

⁽⁹⁾⁽⁵⁾

~~Normally represents~~The amounts reported in this column represent the aggregate earnings on the respective named executive officer’s account under our ~~executive supplemental investment plan~~Executive Savings Investment Plan and ~~deferred compensation plan. However, the present value amounts were negative~~Deferred Compensation Plan for ~~fiscal year 2015 as follows: Mr. Vitale - ($6,144); Mr. Zadoks - ($3,341); Ms. Gray - ($5,116) and Mr. Holbrook ($5,815)~~. Key Employees. These amounts are included in the Non-Qualified Deferred Compensation Plan table below.


^(10)(6)	Amounts shown in the “All Other Compensation” column include the following:

~~Table of Contents~~


Name	Year	Matching Contributions ($)	Life Insurance Premiums ($)	PTO Paid at Termination ($)	Severance Payment ($)	Personal Use of Aircraft ($) (a)	Tax Gross-Ups ($) (b)	Total ($)	Year	Matching Contributions ($)	Life Insurance Premiums ($)	Personal Use of Aircraft ($) (a)	Tax Gross-Ups ($) (b)	Miscellaneous ($)	Total ($)
William P. Stiritz	2015	—	—	—	—	75,000	24,026	99,026
	2014	—	—	—	—	155,241	27,988	183,229
	2013	—	—	—	—	109,595	20,516	130,111
Robert V. Vitale	2015	72,600	1,478	—	—	17,121	6,395	97,594	2017	163,120	714	20,030	11,606	—	195,470
	2014	15,600	1,478	—	—	26,037	3,388	46,503	2016	136,599	905	13,733	7,421	—	158,658
	2013	25,650	1,478	—	—	24,740	11,296	63,164	2015	72,600	1,478	17,121	6,395	—	97,594
Jeff A. Zadoks	2015	45,612	1,478	—	—	5,303	1,367	53,760	2017	69,955	714	—	2,136	—	72,805
	2014	16,875	1,478	—	—	—	—	18,353	2016	57,699	905	—	—	—	58,604
	2013	18,550	1,336	—	—	—	—	19,886	2015	45,612	1,478	5,303	1,367	—	53,760
James E. Dwyer, Jr.	2015	—	1,649	—	—	—	991	2,640	2017	32,190	714	19,265	4,407	—	56,576
Richard R. Koulouris	2015	—	986	—	—	42,778	14,170	57,934
Diedre J. Gray	2015	47,108	1,478	—	—	1,970	919	51,475
James L. Holbrook	2015	12,047	739	75,776	1,200,000	12,879	8,254	1,309,695
	2014	15,600	1,478	—	—	49,127	12,964	79,169	2016	15,900	905	16,553	3,386	—	36,744
	2013	30,150	1,478	—	—	26,127	11,776	69,531	2015	—	1,649	—	991	—	2,640
Terence E. Block	2015	—	246	71,217	1,100,000	17,727	10,658	1,199,848
Diedre J. Gray									2017	62,674	714	9,021	4,497	—	76,906
	2014	15,600	1,478	—	—	92,358	15,207	124,643	2016	53,911	905	4,659	3,297	—	62,772
	2013	30,000	1,478	—	—	49,017	20,016	100,511	2015	47,108	1,478	1,970	919	—	51,475
Christopher J. Neugent									2017	93,631	714	17,278	5,867	4,500 (c)	121,990
									2016	17,581	734	—	—	20,437 (d)	38,752

_________

(a)

Amounts are based on the aggregate incremental cost to us of the named executive officer’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, employed pilot incidentals, contract pilot fees, on-board catering and flight crew expenses) by the total flight hours for such fiscal year and multiplying such amount by the individual’s total number of flight hours for non-business use for the fiscal year. Incremental costs do not include certain fixed costs that we incur by virtue of owning the plane, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of ~~executives~~executive officers occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s Standard Industry Fare Level (“SIFL”) formula for imputing taxable income for such use.


(b)	Executive officers may use the aircraft for personal use (including for spouses and guests) so long as the value of such use is treated as taxable compensation to the individual. We report the SIFL rates for such use in each ~~executive’s~~executive officer’s taxable wages. We reimburse our executive officers for amounts necessary to offset the impact of income taxes relating to such use.


(c)	Amount consists of Mr. Neugent’s car allowance.


(d)	Amount includes Mr. Neugent’s car allowance ($12,000) and a one-time payment as a result of being unable to participate in the Company’s non-qualified deferred compensation plans ($8,437).

Supplemental Summary Compensation Table

The following table presents additional information on the compensation of our named executive officers during fiscal year 2017 that differs from the Summary Compensation Table presented immediately above and is intended to illustrate the longer term nature of the equity awards granted to our executive officers. The above Summary Compensation Table was prepared in accordance with SEC requirements and shows, in the “Stock Awards” and “Option Awards” columns, the corresponding grant date fair value for the awards as reflected in our financial statements. The following table presents, in the “Stock Awards” column, the market value of shares underlying the restricted stock units which vested during the applicable fiscal year and, in the “Option Awards” column, the intrinsic value (the difference between the market value of the shares and the exercise price of the option) of stock options exercised during the applicable fiscal year. The other columns in the table are the same as those used in our Summary Compensation Table above.

This table is not intended to be a substitute for the Summary Compensation Table shown on page 30. However, we believe the table provides a useful comparison of the difference between the grant date fair value for an award under applicable accounting standards and the actual value an executive officer received in the fiscal year ended September 30, 2017. Please see the table Outstanding Equity Awards at Fiscal Year End below for a list of each named executive officer’s outstanding equity awards and their vesting/ exercisable schedules.



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Changes in Pension Value and Non- Qualified Deferred Compensation Earnings ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)
Robert V. Vitale	2017	1,000,000	—	2,139,635	—	1,200,000	63,693	195,470	4,598,798
President & CEO	2016	975,000	—	891,073	—	1,800,000	27,752	158,658	3,852,483
	2015	775,000	—	474,575	—	1,440,000	—	97,594	2,787,169
Jeff A. Zadoks	2017	510,000	—	707,499	—	515,000	27,432	72,805	1,832,736
EVP & CFO	2016	462,500	—	461,310	—	712,500	14,645	58,604	1,709,559
	2015	367,500	—	235,221	—	562,500	—	53,760	1,218,981
James E. Dwyer, Jr.	2017	673,269	—	836,503	—	337,500	708	56,576	1,904,556
President & CEO,	2016	657,692	—	403,226	—	990,000	—	36,744	2,087,662
Michael Foods Group	2015	640,385	—	—	—	900,000	—	2,640	1,543,025
Diedre J. Gray	2017	455,625	—	707,499	—	460,000	26,784	76,906	1,726,814
EVP, General Counsel & Chief	2016	415,625	—	461,310	—	637,500	11,394	62,772	1,588,601
Administrative Officer, Secretary	2015	347,083	—	235,221	—	525,000	—	51,475	1,158,779
Christopher J. Neugent ⁽¹⁾	2017	668,750	—	303,410	—	675,000	3,583	121,990	1,772,733
President & CEO,	2016	619,988	—	—	—	937,500	—	38,752	1,596,240
Post Consumer Brands

_________


⁽¹⁾	Mr. Neugent joined the Company effective May 4, 2015.


⁽²⁾	In this Supplemental Summary Compensation Table, the Company has shown the actual financial benefit to the executive officers from stock awards that vested during the applicable year. For Mr. Vitale, in fiscal year 2016 this amount includes two restricted stock unit awards: (i) an annual grant on November 16, 2015 and (ii) a grant on February 2, 2016 in recognition of his service as CEO.


⁽³⁾	In this Supplemental Summary Compensation Table, the Company has shown the actual financial benefit to the executive officers from options that were exercised during the applicable year. For Mr. Vitale, in fiscal year 2015 this amount includes two option awards: (i) an annual grant on October 9, 2014 and (ii) a grant on February 17, 2015 in recognition of his promotion to President and CEO.


⁽⁴⁾	The amounts reported in this column reflect bonuses earned by the named executive officers during the fiscal year under our Senior Management Bonus Program, discussed above in our Compensation Discussion and Analysis.


⁽⁵⁾	The amounts reported in this column represent the aggregate earnings on the respective named executive officer’s account under our Executive Savings Investment Plan and Deferred Compensation Plan for Key Employees. These amounts are included in the Non-Qualified Deferred Compensation Plan table below.


⁽⁶⁾	Amounts shown in the “All Other Compensation” column include the following:

~~Table of Contents~~



Name	Year	Matching Contributions ($)	Life Insurance Premiums ($)	Personal Use of Aircraft ($) (a)	Tax Gross-Ups ($) (b)	Miscellaneous ($)	Total ($)
Robert V. Vitale	2017	163,120	714	20,030	11,606	—	195,470
	2016	136,599	905	13,733	7,421	—	158,658
	2015	72,600	1,478	17,121	6,395	—	97,594
Jeff A. Zadoks	2017	69,955	714	—	2,136	—	72,805
	2016	57,699	905	—	—	—	58,604
	2015	45,612	1,478	5,303	1,367	—	53,760
James E. Dwyer, Jr.	2017	32,190	714	19,265	4,407	—	56,576
	2016	15,900	905	16,553	3,386	—	36,744
	2015	—	1,649	—	991	—	2,640
Diedre J. Gray	2017	62,674	714	9,021	4,497	—	76,906
	2016	53,911	905	4,659	3,297	—	62,772
	2015	47,108	1,478	1,970	919	—	51,475
Christopher J. Neugent	2017	93,631	714	17,278	5,867	4,500 (c)	121,990
	2016	17,581	734	—	—	20,437 (d)	38,752

_________

(a)

Amounts are based on the aggregate incremental cost to us of the named executive officer’s use of our aircraft. The incremental cost is calculated by dividing the total estimated variable costs (such as fuel, landing fees, employed pilot incidentals, contract pilot fees, on-board catering and flight crew expenses) by the total flight hours for such fiscal year and multiplying such amount by the individual’s total number of flight hours for non-business use for the fiscal year. Incremental costs do not include certain fixed costs that we incur by virtue of owning the plane, including depreciation, employed pilot salaries and benefits, hangar fees and maintenance. Spouses and guests of executive officers occasionally fly on the aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost is a de minimis amount, and no amounts are therefore reported; however, these flights are treated as taxable under the Internal Revenue Service’s Standard Industry Fare Level (“SIFL”) formula for imputing taxable income for such use.


(b)	Executive officers may use the aircraft for personal use (including for spouses and guests) so long as the value of such use is treated as taxable compensation to the individual. We report the SIFL rates for such use in each executive officer’s taxable wages. We reimburse our executive officers for amounts necessary to offset the impact of income taxes relating to such use.


(c)	Amount consists of Mr. Neugent’s car allowance.


(d)	Amount includes Mr. Neugent’s car allowance ($12,000) and a one-time payment as a result of being unable to participate in the Company’s non-qualified deferred compensation plans ($8,437).

Grants of Plan-Based Awards for the Fiscal Year Ended September 30, ~~2015~~2017

The following table provides, for each of the named executive officers, information concerning cash awards under our annual incentive plan for fiscal ~~2015~~year 2017 and grants of equity awards made during fiscal ~~2015.~~year 2017. The non-equity incentive plan awards disclosed below are part of the Post Holdings, Inc. Senior Management Bonus Program adopted on May 4, 2015. The plan has threshold, target and maximum payouts, as set forth below, based on achievement of personal and/or corporate performance measures. Awards of options or restricted stock units were made under our ~~2012~~2016 Long-Term Incentive Plan. In November ~~2015,~~2017, the Corporate Governance and Compensation Committee met to review performance, and payments were made to each of the named executive officers based on a combination of achievement of the corporate performance measures and personal performance measures in the amounts set forth in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.”


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾						All Other Stock Awards: Number of Shares of Stock or Units (#) ⁽²⁾	All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾	Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾				Estimated Future Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾			All Other Stock Awards: Number of Shares of Stock or Units (#) ⁽²⁾	All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name	Grant Type	Grant Date	Threshold ($)		Target ($)		Maximum ($)				Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾		Grant Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
William P. Stiritz	Annual Incentive	—	—		—		—						—
	Options	10/09/2014								1,000,000	$	55.00	$	3,216,694
	Restricted Stock Units	—											—
Robert V. Vitale	Annual Incentive	11/16/2015	$	480,000	$	960,000	$	1,440,000							Annual Incentive		600,000	1,200,000	1,800,000
	Options	10/09/2014								125,000	$	33.79	$	1,383,952
	Options	02/17/2015								300,000	$	49.48	$	4,924,629	Options	11/14/2016					192,000	71.32	4,761,935
	Restricted Stock Units	10/09/2014							25,000				$	884,750	Restricted Stock Units	11/14/2016				20,000			1,426,400
Jeff A. Zadoks	Annual Incentive	11/16/2015	$	187,500	$	375,000	$	562,500							Annual Incentive		257,500	515,000	772,500
	Options	—											—		Options	11/14/2016					24,000	71.32	595,242
	Restricted Stock Units	10/09/2014							10,000				$	337,900	Restricted Stock Units	11/14/2016				6,500			463,580
James E. Dwyer, Jr.	Annual Incentive	11/16/2015	$	300,000	$	600,000	$	900,000							Annual Incentive		337,500	675,000	1,012,500
	Options	10/09/2014								100,000	$	33.79	$	1,107,162	Options	11/14/2016					43,000	71.32	1,066,475
	Restricted Stock Units	10/09/2014							20,000				$	675,800	Restricted Stock Units	11/14/2016				8,000			570,560
Richard R. Koulouris	Annual Incentive	11/16/2015	$	250,000	$	500,000	$	750,000
	Stock Appreciation Rights	05/04/2015								100,000	$	47.70	1,556,800
	Restricted Stock Units	05/04/2015							20,000				$	954,000
Diedre J. Gray	Annual Incentive	11/16/2015	$	175,000	$	350,000	$	525,000							Annual Incentive		230,000	460,000	690,000
	Options	—											—		Options	11/14/2016					21,000	71.32	520,837
	Restricted Stock Units	10/09/2014							10,000				$	337,900	Restricted Stock Units	11/14/2016				6,500			463,580
James L. Holbrook ⁽⁵⁾	Annual Incentive	—	—		—		—						—
Christopher J. Neugent															Annual Incentive		337,500	675,000	1,012,500
	Options	10/09/2014								100,000	$	33.79	$	1,107,162	Options	11/14/2016					43,000	71.32	1,066,475
	Restricted Stock Units	10/09/2014							20,000				$	675,800	Restricted Stock Units	11/14/2016				8,000			570,560
Terence E. Block ⁽⁶⁾	Annual Incentive	—	—		—		—
	Options	—											—
	Restricted Stock Units	—											—

_________

⁽¹⁾

These columns consist of threshold, target and maximum annual incentive targets for fiscal ~~2015.~~year 2017. The “Threshold” column represents the minimum amount payable to the named executive officers. The “Target” column represents the payout amount if the specified performance targets are achieved. The “Maximum” column represents the maximum payout possible under the ~~applicable bonus program~~Senior Management Bonus Program in fiscal ~~2015.~~year 2017. See the Summary Compensation Table for actual amounts paid under ~~these programs.~~the Senior Management Bonus Program.


⁽²⁾	This column contains the number of ~~shares of RSUs~~restricted stock units granted in fiscal ~~2015.~~year 2017.


⁽³⁾	This column contains the number of non-qualified stock options ~~and stock appreciation rights~~ granted in fiscal ~~2015.~~year 2017.


⁽⁴⁾	~~Represents~~This column represents the grant date fair value of options and restricted stock ~~appreciation rights and RSUs,~~units, which were calculated in accordance with FASB ASC Topic 718 based on the closing market price per share of Post’s common stock on the date of grant ($~~33.79~~71.32 per share on ~~October 9, 2014 and $47.70 on May 4, 2015)~~November 14, 2016).


⁽⁵⁾	~~Mr. Holbrook resigned from the Company effective March 13, 2015. Amounts in the table above represent awards granted while he will still employed by the Company.~~


⁽⁶⁾	~~Mr. Block retired from the Company effective November 1, 2014.~~

~~Table of Contents~~

Outstanding Equity Awards at September 30, ~~2015~~2017

The following table sets forth information on exercisable and unexercisable options ~~and stock appreciation rights~~ and unvested restricted stock unit awards held by the named executive officers named in this proxy statement on September 30, ~~2015.~~2017.

Option/SAR Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options/SAR (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options/SAR (#)
Unexercisable

Option/SAR
Exercise
Price ($)

Option/SAR
Expiration
Date

Number
of Shares
or Units
of Stock
That Have
Not
Vested (#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($) ⁽¹⁵⁾
William P. Stiritz 1,550,000
⁽¹⁾
—
31.25 5/29/2022 —
⁽⁸⁾
—
Executive Chairman 200,000
⁽²⁾
400,000
40.30 10/15/2023
1,000,000
⁽³⁾
55.00 10/9/2024
Robert V. Vitale 100,000
⁽¹⁾
—
31.25 5/29/2022 19,000
⁽⁹⁾
1,122,900
Chief Executive Officer 100,000
⁽⁴⁾
33.89 11/19/2022 12,667
⁽¹⁰⁾
748,620
33,333
⁽²⁾
66,667
40.30 10/15/2023 25,000
⁽¹¹⁾
1,477,500
125,000
⁽⁵⁾
33.79 10/09/2024
300,000
⁽⁶⁾
49.48 02/27/2025
Jeff A. Zadoks 1,667
⁽¹²⁾
98,520
SVP, Chief Financial Officer 5,000
⁽¹⁰⁾
295,500
20,000
⁽¹³⁾
1,182,000
10,000
⁽¹¹⁾
591,000
James E. Dwyer, Jr. 100,000
⁽⁵⁾
33.79 10/9/2024 20,000
⁽¹¹⁾
1,182,000
EVP; President & CEO, Michael Foods Group

Richard R. Koulouris 100,000
⁽⁷⁾
47.70 5/4/2025 20,000
⁽¹⁴⁾
1,182,000
EVP; President & CEO,
Private Brands

Diedre J. Gray 1,667
⁽¹²⁾
98,520
SVP, General Counsel &
Chief Administrative Officer
5,000
⁽¹⁰⁾
295,500
16,000
⁽¹³⁾
945,600
10,000
⁽¹¹⁾
591,000
James L. Holbrook 100,000
⁽²⁾
—
40.30 3/13/2018 —
—
Former EVP; President & CEO, Consumer Brands

Terence E. Block 100,000
⁽²⁾
—
40.30 11/1/2017 —
—
Former President & COO



	Option/SAR Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options/SARs (#) Exercisable		Number of Securities Underlying Unexercised Options/SARs (#) Unexercisable		Option/SAR Exercise Price ($)	Option/SAR Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) ⁽¹⁴⁾
Robert V. Vitale	100,000	(1)	—		31.25	05/29/2022	19,000	(8)	1,677,130
	—		100,000	(2)	33.89	11/19/2022	8,334	(9)	735,642
	100,000	(3)	—		40.30	10/15/2023	26,667	(10)	2,353,896
	83,333	(4)	41,667		33.79	10/09/2024	174,855	(11)	15,434,451
	200,000	(5)	100,000		49.48	02/27/2025	20,000	(12)	1,765,400
	43,333	(6)	86,667		60.50	11/16/2025
	—		192,000	(7)	71.32	11/14/2026
Jeff A. Zadoks	6,666	(6)	13,334		60.50	11/16/2025	20,000	(13)	1,765,400
	—		24,000	(7)	71.32	11/14/2026	3,334	(9)	294,292
							6,667	(10)	588,496
							6,500	(12)	573,755
James E. Dwyer, Jr. ⁽¹⁵⁾	33,333	(4)	16,667		33.79	10/09/2024	3,333	(9)	294,204
	6,416	(6)	12,834		60.50	11/16/2025	4,167	(10)	367,821
	—		43,000	(7)	71.32	11/14/2026	8,000	(12)	706,160
Diedre J. Gray	5,000	(6)	10,000		60.50	11/16/2025	16,000	(13)	1,412,320
	—		21,000	(7)	71.32	11/14/2026	3,334	(9)	294,292
							6,667	(10)	588,496
							6,500	(12)	573,755
Christopher J. Neugent	12,833	(6)	25,667		60.50	11/16/2025	8,334	(10)	735,642
	—		43,000	(7)	71.32	11/14/2026	8,000	(12)	706,160

_________


⁽¹⁾	Non-qualified stock options; exercisable in equal installments on May 29, 2013, 2014 and 2015. For Mr. Stiritz, although option awards vested during fiscal 2015, Mr. Stiritz will not receive any financial benefit from such awards and cannot exercise those options until Mr. Stiritz is no longer an executive officer of the Company.

⁽²⁾

Non-qualified stock options; exercisable in equal installments on October 15, 2014, 2015 and 2016. For Mr. Stiritz, although option awards vested during fiscal 2015, Mr. Stiritz will not receive any financial benefit from such awards and cannot exercise those options until Mr. Stiritz is no longer an executive officer of the Company. Pursuant to Mr. Holbrook’s Separation and Release Agreement dated March 13, 2015, the options became fully vested and are exercisable for three years from the date of the agreement. Pursuant to Mr. Block’s Separation and Release Agreement dated November 1, 2014, the options became fully vested and are exercisable for three years from the date of the agreement.

⁽³⁾

Non-qualified stock options; exercisable in equal installments on October 9, 2015, 2016 and 2017. Although the stock price on the date of grant was $33.79, the option awards were granted to Mr. Stiritz at an exercise price of $55.00 and although the option awards will vest, Mr. Stiritz will not receive any financial benefit from such awards and cannot exercise those options until he is no longer an executive officer of the Company.


⁽⁴⁾	Non-qualified stock options; exercisable in one installment on November 19, 2019.


⁽⁵⁾⁽³⁾	Non-qualified stock options; exercisable in equal installments on October 15, 2014, 2015 and 2016.


⁽⁴⁾	Non-qualified stock options; exercisable in equal installments on October 9, 2015, 2016 and 2017.


⁽⁶⁾⁽⁵⁾	Non-qualified stock options; exercisable in equal installments on February 27, 2016, 2017 and 2018.


⁽⁷⁾⁽⁶⁾	~~Stock appreciation rights;~~Non-qualified stock options; exercisable in equal installments on ~~May 4,~~November 16, 2016, ~~2016~~2017 and ~~2017. Upon exercise of any vested portion of the SAR, Mr. Koulouris will receive a cash amount~~2018.


⁽⁷⁾	Non-qualified stock options; exercisable in equal ~~to the excess of the Fair Market Value of the shares over the purchase price per share.~~installments on November 14, 2017, 2018 and 2019.


⁽⁸⁾	~~Although stock awards vested during fiscal 2015, Mr. Stiritz will not receive any financial benefit from such awards until he is no longer an executive officer of the Company.~~


⁽⁹⁾	Restricted stock units; restrictions lapse in one installment on November 19, 2019. The restricted stock units will be paid in shares of the Company’s common stock within 60 days ~~from each~~ of the ~~applicable~~ vesting ~~dates.~~date.

^(10)(9)

~~Restricted stock units; restrictions lapse in equal installments on October 15, 2014, 2015 and 2016. The~~Represents remaining unvested portion of a grant of restricted stock units ~~for Mr. Vitale will be paid in shares~~which at the time of the Company’s common stock within 60 days from each of the applicable vesting dates. The restricted stock units for Mr. Zadoks and Ms. Gray will be paid out in cash within 60 days from each of the applicable vesting dates.

⁽¹¹⁾

~~Restricted stock units;~~grant had restrictions ~~lapse~~lapsing in equal installments on October 9, 2015, 2016 and 2017. The restricted stock units for Messrs. Vitale and Dwyer will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates. The restricted stock units for Mr. Zadoks and Ms. Gray will be paid out in cash within 60 days from each of the applicable vesting dates.

~~Table of Contents~~


⁽¹⁰⁾	Restricted stock units; restrictions lapse in equal installments on November 16, 2016, 2017 and 2018. The restricted stock units will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.


⁽¹¹⁾	Restricted stock units; restrictions lapse in one installment on February 2, 2021. The restricted stock units will be paid in shares of the Company’s common stock within 60 days of the vesting date.


⁽¹²⁾	Restricted stock units; restrictions lapse in equal installments on November ~~19, 2013, 2014~~14, 2017, 2018 and ~~2015.~~2019. The restricted stock units will be paid ~~out~~ in ~~cash~~shares of the Company’s common stock within 60 days from each of the applicable vesting dates.

⁽¹³⁾

Restricted stock ~~units that will be settled in cash;~~units; restrictions lapse in equal installments on June 17, 2020, 2021, 2022, 2023 and 2024. Each restricted stock unit for Mr. Zadoks and ~~Ms.Gray~~Ms. Gray will be paid out in cash equal to the greater of the grant date price of $51.43 or the fair market value of one share of the Company’s common stock on the applicable vesting dates and within 60 days from each of the applicable vesting dates.


⁽¹⁴⁾	~~Restricted~~Based on our closing stock ~~units; restrictions lapse in equal installments~~price of $88.27 on ~~May 4, 2016, 2017 and 2018. The restricted stock units will be paid in shares of the Company’s common stock within 60 days from each of the applicable vesting dates.~~September 29, 2017.


⁽¹⁵⁾	~~Based on our closing~~The amounts for Mr. Dwyer reflect the reduction of restricted stock ~~price~~unit and option awards that occurred during fiscal year 2017 when beneficial ownership of ~~$59.10 on September 30, 2015.~~certain portions of his restricted stock unit and option awards were transferred to his former spouse pursuant to a domestic relations order.

Option and Stock Appreciation ~~Rights~~Right Exercises and Stock Vested

for the Fiscal Year Ended September 30, ~~2015~~2017


	Option/SAR Awards		Stock Awards			Option/SAR Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)		Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
William P. Stiritz	—	N/A	104,167	4,506,264	⁽¹⁾
Robert V. Vitale	—	N/A	12,667	474,575		—	—	28,000	2,139,635
Jeff A. Zadoks	—	N/A	5,833	235,221		—	—	9,166	707,499
James E. Dwyer, Jr.	—	N/A	—	—		—	—	10,833	836,503
Richard R. Koulouris	—	N/A	—	—
Diedre J. Gray	—	N/A	5,833	235,221		—	—	9,166	707,499
James L. Holbrook	270,000	6,581,683	62,000	2,864,232	⁽²⁾
Terry R. Block	200,000	5,863,342	38,001	1,425,038	⁽³⁾
Christopher J. Neugent						—	—	4,166	303,410

Equity Compensation Plan Information



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average of Exercise Price of Outstanding Options, Warrants and Rights ($) ⁽¹⁾	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders	5,066,371	⁽²⁾	45.24	1,534,507	⁽³⁾
Equity compensation plans not approved by security holders	—		—	—
Total	5,066,371			1,534,507

_________


⁽¹⁾	~~Although~~Weighted average exercise price of outstanding options and stock ~~awards vested during fiscal 2015, Mr. Stiritz will not receive any financial benefit from such awards until Mr. Stiritz is no longer an executive officer of the Company.~~appreciation rights; excludes restricted stock units.

⁽²⁾

Mr. Holbrook resigned from the Company effective March 13, 2015. The amount in the table above under Option Awards represents Mr. Holbrook’s exercise of stock options after Mr. Holbrook’s resignation from the Company, but during fiscal 2015. The amount under Stock Awards represents RSUs that vested during fiscal year 2015 as well as the RSUs that were accelerated upon Mr. Holbrook’s resignation.


⁽³⁾	Mr. Block retired from the Company effective November 1, 2014. The amount in the table above under Option Awards represents Mr. Block’s exercise of stock options after Mr. Block’s retirement from the Company, but during fiscal 2015. The amount under Stock Awards represents RSUs that were accelerated upon Mr. Block’s retirement.

~~Table of Contents~~

~~Equity Compensation Plan Information~~

Plan Category
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options and
Rights

Weighted
Average of
Exercise Price
of Outstanding
Options and
Rights ($) ⁽²⁾

Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans

Equity compensation plans approved by security holders 4,960,815
⁽¹⁾
40.09
815,561
⁽³⁾
Equity compensation plans not approved by security holders —
—
—

Total 4,960,815
—
815,561

~~_________~~

⁽¹⁾

The number in this column includes ~~4,175,000~~4,198,500 shares of outstanding non-qualified stock options, ~~543,480~~730,040 outstanding restricted stock units which will be settled in shares of our common stock, ~~175,000~~135,000 stock appreciation rights (“SARs”) held by our non-management directors, and ~~67,335~~2,831 outstanding SARs which were converted from Ralcorp awards to Post awards. Excludes SARs and restricted stock units which, by their terms, will be settled in cash.


⁽²⁾	~~Weighted average exercise price of outstanding options and stock appreciation rights; excludes restricted stock units.~~


⁽³⁾	These shares are issuable under the Post Holdings, Inc. ~~2012~~2016 Long-Term Incentive Plan.

Non-Qualified Deferred Compensation

We maintain non-qualified deferred compensation plans for ~~non-management directors~~key employees. Participation in the Deferred Compensation Plan for Key Employees and ~~key employees, as well as an executive savings investment plan.~~the Executive Savings Investment Plan is limited to a select group of management or highly-compensated employees.

Under the ~~deferred compensation plan~~Deferred Compensation Plan for ~~key employees,~~Key Employees, eligible employees may elect to defer payment of all or a portion of their ~~bonus~~eligible annual bonuses until some later date. The Corporate Governance and Compensation Committee that administers the plan may determine that matching discretionary contributions may be made for a particular fiscal ~~year.~~year 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 change in control of the Company. Absent such determination, no matching contribution is made. ~~Deferred compensation~~

The Executive Savings Investment Plan allows eligible employees to defer a portion of their salaries to be paid at a future date. In addition, the Company has the ability to provide a discretionary employer contribution at the times and in the amounts designated by the Company, which vest at 25% for each year of service. Eligible employees may defer between 1-75% of their base salaries.

Under both employee plans, participants may select specified dates in the future upon which their deferrals will be distributed, in addition to selecting distribution at separation from service. Payments also may be ~~invested~~made in the event of a change in control of the Company (depending upon the date of deferral or contribution, either as a result of a participant election, or because the plans require it). Payments may be made in lump sum, in five annual installments, or in ten annual installments.

Both of the employee plans offer measurement investment funds that participants may choose for purposes of crediting or debiting hypothetical investment gains and losses to their accounts. The hypothetical investments offered are Post common stock equivalents ~~or in~~and a number of funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives. ~~Under this plan, distribution~~Any matching contributions made under the Deferred Compensation Plan are deemed to be hypothetically invested in Post common stock equivalents. Participants may move their account balances between the various hypothetical investment options at the close of each business day, subject to these exceptions: (1) deferrals ~~invested in~~into Post common stock equivalents in the employee plans are ~~made in shares of our~~not transferable to any other investment option except under limited circumstances, and (2) deferrals into the Vanguard investment options cannot be transferred into the Post common stock ~~while deferrals invested in the Vanguard funds are made in cash.~~equivalents option.

~~The executive savings investment plan allows eligible employees to make pre-tax deductions between 1% and 44% of their cash compensation.~~

Income taxes on the amounts deferred and any investment gains are deferred until ~~distributed.Deferred compensation may be invested in Post common stock equivalents or in the Vanguard funds.~~distribution. Under ~~this plan, distribution~~both plans, distributions of deferrals hypothetically invested in common stock equivalents are generally made in ~~cash in the amount~~shares of ~~the value of such equivalents at the time of retirement from the Board, and~~our common stock, while deferrals hypothetically invested in the Vanguard funds are made in cash.

The following table provides additional information with respect to the participation of our named executive officers in our non-qualified deferred compensation plans through September 30, ~~2015.~~

2017.


Name	Executive Contributions in Last FY ($) ⁽¹⁾	Registrant Contributions in Last FY ($) ⁽²⁾	Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)	Executive Contributions in Last FY ($) ⁽¹⁾	Registrant Contributions in Last FY ($) ⁽²⁾	Aggregate Earnings in Last FY ($) ⁽³⁾	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($) ⁽⁴⁾
William P. Stiritz	—	—	—		—	—
Robert V. Vitale	60,000	56,700	(6,144	)	—	139,083	100,000	146,920	63,693	—	695,646
Jeff A. Zadoks	14,700	26,937	(3,341	)	—	96,913	20,400	53,755	27,432	—	273,444
James E. Dwyer, Jr.	—	—	—		—	—	—	26,790	708	—	27,498
Richard R. Koulouris	—	—	—		—	—
Diedre J. Gray	6,942	29,933	(5,116	)	—	55,150	17,662	46,474	26,784	—	203,639
James L. Holbrook	6,849	—	(5,815	)	—	607,049
Christopher J. Neugent							—	76,050	3,583	—	79,633

_________


⁽¹⁾	These amounts reflect deferrals into the ~~executive savings investment plan~~Executive Savings Investment Plan and our ~~deferred compensation plan~~Deferred Compensation Plan for ~~key employees~~Key Employees as of September 30, ~~2015.~~2017.


⁽²⁾	These amounts are included in the “All Other Compensation” column of the Summary Compensation Table and reflect our matching contributions to the Executive Savings Investment Plan.


⁽³⁾	These amounts are included in the “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table and reflect the aggregate earnings to the Deferred Compensation Plan for Key Employees.

⁽⁴⁾

The following aggregate amounts of executive ~~savings investment plan.~~and registrant contributions were included in the Summary Compensation Table for fiscal year 2016: Mr. Vitale, $148,451; Mr. Zadoks, $56,444; Mr. Dwyer, $0; Ms. Gray, $49,256 and Mr. Neugent, $0. The following aggregate amounts of executive and registrant contributions were included in the Summary Compensation Table for fiscal year 2015: Mr. Vitale, $56,700; Mr. Zadoks, $27,667; Mr. Dwyer, $0 and Ms. Gray, $30,272.

~~Table of Contents~~

Potential Payments Upon Termination of Employment or ~~Change-in-Control~~Change in Control

~~We have management continuity agreements with~~In the event of an involuntary termination of employment absent a change in control of the Company, each of our named executive officers ~~except~~is eligible for compensation and benefits under the Post Holdings, Inc. Executive Severance Plan (the “Plan”). In the event of the officer’s involuntary termination in association with a change in control of the Company, each of our named executive officers with the exception of Mr. ~~Stiritz.~~ Neugent is eligible for compensation and benefits under a Management Continuity Agreement (“MCA”), and Mr. Neugent is eligible for compensation and benefits under the Plan. A description of the terms of the MCAs and the Plan is below. In addition, information about treatment of equity awards and non-qualified deferred compensation in the event of involuntary termination and/or a change in control, as well as information about enhanced benefits available to Mr. Dwyer under his letter agreement (see description in the subsection Employment Agreements) is provided below.

Potential Payments under the Management Continuity Agreements

As discussed in the subsectionCompensation Discussion and Analysis ~~section of this proxy statement, these agreements~~, the MCAs are meant to promote the stability and continuity of senior management in the event of an actual or anticipated change in control.

The ~~agreements~~MCAs provide severance compensation to ~~each~~the executive officer in the event of the officer’s involuntary termination ~~after~~in association with a change in control. A change in control occurs upon (i) the acquisition by any person, entity or “group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership of (x) 50% or more of the aggregate voting power of the then outstanding shares of our common stock, other than acquisitions by us or any of our subsidiaries or any of our employee benefit plans or any entity holding stock for or pursuant to the terms of any such plan, or (y) all, or substantially all, of our assets, taken as a whole; or (ii) individuals who would have qualified as continuing directors shall have ceased for any reason to constitute at least a majority of our board of directors. A change in control does not include a transaction pursuant to which a third party acquires one or more of our businesses by acquiring all of our common stock while leaving our remaining businesses in a separate public company, commonly known as a Morris Trust transaction, unless the businesses so acquired constitute all or substantially all of our businesses.

In the event of a change in control, the compensation provided would be in the form of a lump sum payment equal to the present value of continuing (a) the ~~executive~~ officer’s salary and (b) the greater of (i) the officer’s target bonus for ~~two~~the year in which termination occurred and (ii) the officer’s last annual bonus preceding the termination or change in control (whichever is greater), for three years ~~depending on the officer,~~ following the officer’s involuntary termination of employment within two years following a change in control, and the payment of other benefits (as described below). In the event the officer’s employment is involuntarily terminated within 270 days prior to a change in control, and the officer objects to such termination, he or she also is eligible for compensation and benefits under the ~~same period.~~MCA.

Each officer also would ~~also~~ be eligible to receive the following severance benefits: (i) payment in lump sum of the actuarial value of continuation during the applicable period of the officer’s participation in each life, health, accident and disability plan in which the officer was entitled to participate immediately prior to the change in control, (ii) payment of any actual costs and expenses ~~of litigation~~ incurred by the officer for litigation related to the enforcement of the MCA, and (iii) payment of up to $20,000 of costs or expenses incurred for outplacement assistance.

Payments ~~will be delayed for a period of six months in the event the officer is determined~~are to be ~~a “specified employee” for purposes of Section 409A of~~made by the ~~Code.~~ Company or the subsidiary that employed the officer.

No payments would be made if the officer’s termination is due to death, disability or normal retirement, or is “for cause,” which is defined as (i) the continued failure by the officer to devote reasonable time and effort to the performance of his or her duties (other than a failure resulting from his or her incapacity due to physical or mental illness), (ii) the officer’s willfully

engaging in misconduct which is materially injurious to us, or (iii) the officer’s conviction of a felony or a crime involving moral turpitude.

The MCAs also contain provisions relating to non-competition and non-solicitation of our employees which become effective once the officer becomes eligible for payments under his or her MCA. The non-competition provisions have a duration of one year and the non-solicitation provisions have a duration of two years. Furthermore, the MCAs contain provisions regarding the protection of our confidential information, which became effective when the MCAs became effective and apply in perpetuity. In the event of a breach of the foregoing provisions, we are entitled, among other applicable remedies, to specific performance and/or injunctive relief to enforce or prevent violations, and the officer is required to return sums paid under the MCA if a court issues a final ruling finding the officer’s breach. These provisions may not be waived unless agreed to in writing by the parties.

The MCAs provide that in the event that any payments to the officers under the MCAs or otherwise would be subject to excise taxes under the Internal Revenue Code, such payments will be reduced to the extent necessary to avoid such excise taxes, unless the officer would receive a greater amount were there no reduction and the officer were to pay the excise taxes.

Potential Payments under the Post Holdings, Inc. Executive Severance Plan

Under the Plan, all of our named executive officers are eligible for severance benefits in the event of an involuntary termination without “cause” or a termination of employment by the executive for “good reason” outside of the context of a change in control. Additionally, under the Plan, Mr. Neugent is eligible for severance benefits in conjunction with a change in control as described herein.

Severance Benefits Outside of the Context of a Change in Control

Severance benefits under the Plan are not available if the termination of employment is because of short- or long-term disability or death. Severance benefits consist of:

a lump sum payment of two times the executive’s annual base salary (excluding bonus and incentive compensation) 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 us, but not exceeding two years; and

vesting of certain equity awards with a time-based vesting schedule on other than a ratable basis made under the Post Holdings, Inc. 2012 Long-Term Incentive Plan and the Post Holdings, Inc. 2016 Long-Term Incentive Plan, as described below in the subsection Equity Grant Agreements and Nonqualified Deferred Compensation.

Additionally, the Plan provides that certain business unit executives, including Mr. Neugent and Mr. Dwyer, are eligible for enhanced 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 below with respect to a change in control of the Company under the Plan, as if the Business Change were a change in control of the Company.

Severance Benefits Within the Context of a Change in Control - Mr. Neugent

The Plan was amended and restated effective August 1, 2017. The Plan continues to provide severance benefits in the event of involuntary termination outside of the context of a change in control of the Company. It also now provides that certain executives who do not have MCAs with the Company are eligible for severance benefits in the context of a change in control of the Company under the Plan intended to mirror those provided under the MCAs. The Plan names Mr. Neugent as eligible for these benefits.

In the event of a change in control (defined as it is in the MCAs), Mr. Neugent would be eligible to receive a lump sum payment equal to the present value of continuing (a) his salary and (b) the greater of (i) his target bonus for the year in which termination occurred and (ii) his last annual bonus preceding the termination or change in control (whichever is greater), for three years following his involuntary termination of employment within two years following a change in control, and the payment of other benefits (as described in the next paragraph). In the event his employment is involuntarily terminated within 270 days prior to a change in control, and he objects to such termination, he will be treated as having met the requirements for these payments and benefits.

Mr. Neugent also would be eligible to receive the following severance benefits: (i) payment in lump sum of the actuarial value of continuation during the applicable period of his participation in each life, health, accident and disability plan in which he was entitled to participate immediately prior to the change in control, (ii) payment of any actual costs and expenses incurred by him for litigation related to the enforcement of the Plan, and (iii) payment of up to $20,000 of costs or expenses incurred for outplacement assistance. Payments are to be made by the Company or by the employing subsidiary.

No payments would be made if termination is due to death, disability or normal retirement, or is “for just cause,” which is defined as (i) the continued failure to devote reasonable time and effort to the performance of his duties (other than a failure resulting from his incapacity due to physical or mental illness), (ii) ~~the officer’s~~ willfully engaging in misconduct which is materially injurious to us, or (iii) ~~the officer’s~~ conviction of a felony or a crime involving moral turpitude.

General

The payment of benefits by the Company under the Plan is conditioned upon the executive executing a general release in favor of the Company that includes confidentiality and cooperation provisions, among other provisions. If the executive becomes reemployed by the Company during the subsequent two-year period, he or she will be required to repay a portion of the severance payment. The amount of any severance payment will be offset by the amount, if any, the executive receives in relation to the notification period required by the Worker Adjustment and Retraining Notification Act. In addition, no ~~payments would continue beyond~~benefits will be paid to the ~~officer’s normal retirement date. The grant agreements governing our executive officers’ stock options and restricted stock units provide that in the event~~extent duplicative of ~~a qualifying termination following within two years of~~severance benefits under a change in control ~~any unexercised and unvested restricted stock units~~ or ~~stock options become 100% vested.~~ similar agreement with the Company.

The ~~management continuity agreements provide~~Plan provides that in the event that any payments to the executives under the ~~management continuity agreements~~Plan or otherwise would be subject to excise taxes under the Internal Revenue Code, ~~Section 4999,~~ such payments will be reduced to the extent necessary to avoid such excise taxes, unless the executive would receive a greater amount were there no reduction and the ~~executive~~officer were to pay the excise taxes. ~~In addition, vesting of stock-based incentive compensation awards accelerate upon a change of control~~

Interaction between Management Continuity Agreements and ~~all nonqualified deferred compensation earned by~~Executive Severance Plan

No payments or benefits are to be made under the Plan to the extent that such payments and benefits would be paid in accordance with an MCA. If an executive ~~will be subject to payment upon termination.~~

~~The agreements also contain provisions relating to non-competition, non-solicitation of our employees~~receives severance benefits under the Plan and ~~protection of our confidential information, all of which become effective once the officer~~later becomes eligible for severance benefits under his or her MCA, the amount of his or her severance benefits under the MCA will be reduced by the benefits paid or received under the Plan.

Equity Grant Agreements and Nonqualified Deferred Compensation

Equity awards granted to officers under both the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “2012 Plan”) and the Post Holdings, Inc. 2016 Long-Term Incentive Plan (the “2016 Plan”) are subject to special provisions in the event of certain involuntary terminations and/or a change in control (as such term is defined under the applicable plan) as described herein. Except with respect to restricted stock units granted to Mr. Zadoks and Ms. Gray in 2014 (the applicable change in control provisions of which are described below), the agreements governing all of our executive officers’ stock options, stock appreciation rights and restricted stock units issued under the 2012 Plan provide that in the event of a qualifying termination within two years after a change in control, or if instead such officers’ employment continues but the equity awards will not remain outstanding because of the change in control (if, e.g., they are not assumed by the surviving corporation), any unexercised and unvested restricted stock units, stock options or stock appreciation rights become 100% vested. Mr. Zadoks’ and Ms. Gray’s 2014 restricted stock units will fully vest in the event of a change in control while employed. Equity awards granted under the 2016 Plan fully vest if the grantee experiences a qualifying termination during the one year period following a change in control. Equity awards issued to officers under both the 2012 Plan and the 2016 Plan vest in whole or in part upon a termination because of death or disability. The agreement governing the restricted stock units awarded to Mr. Vitale on February 2, 2016 also provides by its terms that the vesting of the award will fully accelerate in the event of Mr. Vitale’s retirement, which is defined as a voluntary termination of employment after a combination of Mr. Vitale’s age and years of service reaches 65.

Additionally, under the Executive Severance Plan, in the event that an executive covered under the Plan has an equity award with a time-based vesting schedule on other than a ratable basis, or that is ratable in whole or in part but where the vesting schedule does not provide for any vesting of the equity award on or before the first anniversary of the date of grant of the equity award, and that executive’s employment is involuntarily terminated before the equity award is fully vested and the executive is otherwise eligible for benefits under the Plan, then the equity award will be vested as if there were a three-year ratable vesting schedule where vesting occurs on the first, second and third anniversaries of the date of grant of the equity award, but only to the extent that the equity award had not already vested at a greater percentage, or under the terms of the applicable equity plan would not vest at a greater percentage upon the executive’s involuntary termination.

Following vesting, stock options and stock appreciation rights currently outstanding will remain exercisable until the earlier of: three years from the date of normal retirement or involuntary termination; or the expiration of the award under its terms. See the below table for the value of stock and option awards at termination.

The named executive officers, along with other employees who meet the eligibility requirements, are permitted to participate in the Post Holdings, Inc. Deferred Compensation Plan for Key Employees and the Post Holdings, Inc. Executive Savings Investment Plan, which were amended and restated effective August 1, 2017. These nonqualified plans permit participants to file elections to receive distributions of account balances upon (a) a separation from service, which generally includes retirement, termination of employment or death, or (b) on specified future dates. With respect to balances attributable to deferral elections made before August 1, 2017, or pursuant to any employer contributions made before January 1, 2018, participants could elect to receive distributions in the event of a change in control if that change in control occurred before separation from service (or before a specified distribution date, in the case of the Deferred Compensation Plan for Key Employees). With respect to balances attributable to deferral elections made on or after August 1, 2017, and any Company contributions made on or after January 1, 2018, in the event of a change in control, payment of the vested portion of those balances will be made or commence within 90 days following the occurrence of the change in control (even if the participant elected a later distribution date). Additionally, in the event of a change in control, any Company contributions made under the Deferred Compensation Plan for Key Employees and related hypothetical earnings on such contributions become fully vested.

Severance Benefits for Mr. Dwyer Upon Termination Due to Death or Disability

Under the letter agreement with Mr. Dwyer discussed in the subsection Employment Agreements below, Mr. Dwyer is due the following benefits in the event of termination of his employment due to death or disability:

a pro-rated portion of his target bonus award for the fiscal year in which his termination occurs;

an amount equal to two times the sum of his annual base salary and target bonus for the year in which his termination occurs (in the event of termination for disability only), a pro-rated portion of which must be repaid if Mr. Dwyer is reemployed in the two-year period following his termination;

an enhanced death benefit consisting of the excess, if any, of (a) two times his annual base salary and target bonus for the fiscal year in which his death occurs, over (b) what he would receive under the Company-paid life insurance plan, available only if his death occurs while he is in his current position; and

COBRA coverage for family members for a period of 18 months.

Mr. Dwyer is grandfathered under a Company-paid life insurance plan, pursuant to which in the event of termination of his employment due to his death, his beneficiary or beneficiaries would receive six hundred twenty thousand dollars.

Payment of any severance benefits because of disability under the letter agreement is conditioned on Mr. Dwyer executing a general release in favor of the Company, with a waiver of any severance benefits that may become payable to him under his MCA to the extent those would exceed payments due under ~~these agreements.~~his letter agreement.

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The table below sets forth estimates of the amounts to which each named executive officer would be entitled, other than accrued but unpaid base salary and benefits payable under broad-based employee benefit plans and programs that do not discriminate in favor of executive officers and are generally available to all employees in the event of (a) the voluntary termination of the officer’s employment or the officer’s retirement, (b) the involuntary not for cause termination of the officer’s employment, (c) the involuntary termination of the officer’s employment ~~due to~~after a change in control, ~~occurring~~or (d) the officer’s death or disability, each as if such event occurred on September 30, ~~2015.~~

2017.


Name	Cash (Salary and Bonus)⁽¹⁾ ($)	Value of Stock Awards⁽²⁾ ($)	Health Benefits ⁽³⁾			Insurance ⁽⁴⁾		Outplacement Assistance ($)	Total ($)			Voluntary Termination or Retirement ($)	Involuntary Not for Cause Termination ($)		Change in Control followed by Involuntary Termination ($)		Death or Disability ($)
Name	Cash (Salary and Bonus)⁽¹⁾ ($)	Value of Stock Awards⁽²⁾ ($)	Medical ($)	Dental ($)	Vision ($)	Group Life Insurance ($)	Long- Term Disability ($)	Outplacement Assistance ($)	Total ($)
William P. Stiritz	1	11,620,000	—	—	—	—	—	—	11,620,001
Robert V. Vitale	6,720,000	13,173,110	42,254	3,181	—	4,434	—	20,000	19,962,979	Cash (Salary and Bonus)		—	5,620,000	(1)	7,639,405	(2)	—
										Value of Stock and Option Awards	(3)	—	7,115,130		39,214,680		32,330,020
										Health Benefits and Insurance		—	3,399		68,209		—	(6)
										Outplacement Assistance		—	40,000		20,000		—
										Total		—	12,778,529		46,942,294		32,330,020

Jeff A. Zadoks	2,812,500	2,167,020	42,254	3,181	—	4,434	—	20,000	5,049,389	Cash (Salary and Bonus)		—	2,595,000	(1)	3,349,061	(2)	—
										Value of Stock and Option Awards	(3)	—	1,765,400		3,999,028	(4)	3,704,736
										Health Benefits and Insurance		—	3,399		68,209		—	(6)
										Outplacement Assistance		—	12,000		20,000		—
										Total		—	4,375,799		7,436,298		3,704,736

James E. Dwyer, Jr.	4,500,000	3,247,400	27,590	1,668	—	4,946	—	20,000	7,801,604	Cash (Salary and Bonus)		—	3,395,000	(1)	4,542,718	(2)	675,000	(7)
Richard R. Koulouris	3,750,000	2,322,000	—	—	—	2,957	—	20,000	6,094,957
										Value of Stock and Option Awards	(3)	—	—		3,361,426		2,159,204
										Health Benefits and Insurance		—	1,724		42,411		2,638,953	(8)
										Outplacement Assistance		—	12,000		20,000		—
										Total		—	3,408,724		7,966,555		5,473,157

Diedre J. Gray	2,625,000	1,930,620	42,254	2,216	—	4,434	—	20,000	4,624,524	Cash (Salary and Bonus)		—	2,320,000	(1)	2,994,374	(2)	—
James L. Holbrook ⁽⁵⁾	—	—	—	—	—	—	—	—	—
Terrence E. Block ⁽⁶⁾	—	—	—	—	—	—	—	—	—
										Value of Stock and Option Awards	(3)	—	1,412,320		3,502,513	(5)	3,208,221
										Health Benefits and Insurance		—	3,399		68,437		—	(6)
										Outplacement Assistance		—	12,000		20,000		—
										Total		—	3,747,719		6,585,324		3,208,221

Christopher J. Neugent										Cash (Salary and Bonus)		—	3,395,000	(1)	4,399,479	(2)	—
										Value of Stock and Option Awards	(3)	—	—		2,883,425		2,883,425
										Health Benefits and Insurance		—	3,399		68,209		—	(6)
										Outplacement Assistance		—	12,000		20,000		—
										Total		—	3,410,399		7,371,113		2,883,425

_________


⁽¹⁾	~~Above amount is equal to three times~~For purposes of this calculation, the ~~executives’ base salary and bonus payment for fiscal year 2015, except for Mr. Stiritz who does not have a management continuity agreement with the Company.~~Company assumes that performance goals were achieved.


⁽²⁾	Net present value calculated using a discount rate of 4.9%.


(3)	All unvested restricted stock unit awards and option awards were valued at the closing price of our common stock on September 30, ~~2015.~~2017.

⁽³⁾

(4)

~~Health benefits amounts are company estimated present~~20,000 restricted stock units awarded to Mr. Zadoks on June 17, 2014 vest upon a change in control even without an involuntary termination. The value of ~~annual costs~~those restricted stock units if valued at a closing price of ~~providing the benefits over the applicable payment period.~~our common stock on September 30, 2017 is $1,765,400.


⁽⁴⁾ (5)	~~Disability and insurance payments are calculated over the applicable payment period.~~16,000 restricted stock units awarded to Ms. Gray on June 17, 2014 vest upon a change in control even without an involuntary termination. The value of those restricted stock units if valued at a closing price of our common stock on September 30, 2017 is $1,412,320.

⁽⁵⁾

(6)

~~Mr. Holbrook resigned from~~All salaried employees are generally entitled to two times his or her annual base salary under the Company effective March 13, 2015. As part of Mr. Holbrook’s separation, the Company entered into a Separation and Release Agreement with Mr. Holbrook which provided for: (a) a lump sum payment of $1.2 million; (b) the acceleration of vesting of 55,667 shares of restricted stock units and 290,000 non-qualified stock options, which had a value of $6,356,330 as of March 13, 2015; and (c) a general release of all claims Mr. Holbrook may have against the Company.Company’s life insurance policies, capped at $700,000.


⁽⁶⁾ (7)	Amount shown is amount Mr. ~~Block retired from~~Dwyer would be entitled to in the ~~Company effective November 1, 2014. As part~~event of his death. In the event of his termination because of disability, Mr. ~~Block’s retirement, on October 9, 2014,~~Dwyer would be entitled to $3,375,000 with respect to his salary and bonus.

(8)

Amount shown is the ~~Company entered into a Separation and Release Agreement~~amount Mr. Dwyer would receive in the event of his death. In the event of his termination because of disability, Mr. Dwyer would receive $18,953 with Mr. Block which provided for: (a) a lump sum payment of $1.1 million; (b) the acceleration of vesting of 38,001 shares of restricted stock units and 200,000 non-qualified stock options, which had a value of $1,874,037 as of November 1, 2014; (c) Mr. Blockrespect to ~~remain available on a consulting basis for the Company until December 31, 2014; and (d) a general release of all claims Mr. Block may have against the Company.~~health benefits.

In the event an executive officer has a qualifying termination within two years of a change in control (as defined in the 2012 Plan) all equity awards will immediately vest. Stock options and stock appreciation rights will remain exercisable thereafter until the earlier of the following to occur: three years from the date of normal retirement or involuntary termination; or the expiration of the award under its terms. See the above table for the value of stock and option awards at termination. Upon voluntary termination, involuntary termination or retirement, each executive officer receives his or her vested retirement benefits (401(k) balances and deferred compensation balances) described in previous sections.

Employment Agreements

~~Employment Agreement - Mr. Stiritz~~

On May 29, 2012, we entered into an employment agreement with William P. Stiritz, our former Chief Executive Officer and our Executive Chairman, effective November 1, 2014. The majority of the compensation potentially payable to Mr. Stiritz pursuant to this employment agreement is long-term, performance-based compensation, primarily based on stock options, although Mr. Stiritz also received some RSUs in recognition of his service for completing the successful separation from Ralcorp in 2012. The employment agreement originally expired pursuant to its terms on April 30, 2015, but was amended in October 2013 to extend the expiration date to May 28, 2016, and was further amended in October 2014 to extend the expiration date to October 9, 2017. The agreement will automatically renew for one-year periods unless either party gives notice of its intention not to renew. Under the terms of the employment agreement, Mr. Stiritz’s base salary is $1 per year. Mr. Stiritz will not participate in any cash bonus programs and generally will not participate in any of our traditional benefit plans, absent special circumstances.

In connection with the employment agreement, in May 2012, Post granted Mr. Stiritz 1,550,000 stock options at an exercise price equal to $31.25, the closing market price of Post stock on the date of grant, generally vesting in equal increments on the first, second and third anniversaries of the grant date. In connection with the amendment to his employment agreement in October 2013 extending the term by one year, Post granted Mr. Stiritz 600,000 stock options at an exercise price equal to $40.30, the closing market price of Post stock on the date of grant, also generally vesting in equal increments on the first, second and third anniversaries of the grant date. In connection with the second amendment to his employment agreement in October 2014, extending the term by approximately 18 months and his appointment to Executive Chairman, Post granted Mr. Stiritz 1,000,000 stock options at an exercise price equal to $55.00, which was well above the $33.79 closing price of the Company’s common stock

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~~on the date of grant. These options also generally vest in equal increments on the first, second and third anniversaries of the grant date.~~

All equity grants to Mr. Stiritz are subject to “double trigger” accelerated vesting in the event of a change in control and Mr. Stiritz’s subsequent termination by Post without cause or by him for good reason within two years after such change in control. Either party can terminate Mr. Stiritz’s employment agreement upon 30 days’ notice. The Committee felt this double trigger approach was appropriate because the Executive Chairman position would likely be at-risk in a merger / acquisition transaction.

All stock option and RSU grants to Mr. Stiritz since our February 2012 spin-off from Ralcorp generally vest ratably over three years. However, Mr. Stiritz is prohibited from benefiting financially until he is no longer a Post executive. That is, stock options may not be exercised and delivery of vested RSUs must be deferred until he is no longer employed by Post.

~~Letter Agreement - Mr. Dwyer~~

On October 1, 2015, we entered into a letter agreement with James E. Dwyer, Jr. pursuant to which the Company and Mr. Dwyer agreed to certain items regarding Mr. Dwyer’s compensation and benefits, including (i) that Mr. Dwyer’s annual base salary would be no less than $600,000; (ii) that Mr. Dwyer’s annual target bonus would be no less than 100% of his annual base salary; (iii) Mr. Dwyer’s eligibility under the Company’s short-term disability and long-term disability programs; and (iv) payments to Mr. Dwyer in the event of termination of his employment due to death or disability, which include:

~~Accrued,~~accrued, but unpaid, base salary through the date of termination;

~~Pro-rated~~a pro-rated portion of Mr. Dwyer’s target bonus award for the fiscal year in which his termination occurs;

Anan amount equal to two times the sum of Mr. Dwyer’s annual base salary and target bonus for the year in which his termination occurs (in the event of termination for disability only);

an enhanced death benefit (described in further detail in the subsection Potential Payments Upon Termination of Employment or Change in Control - Severance Benefits for Mr. Dwyer Upon Termination Due to Death or Disability above); and

COBRA coverage for family members for a period of 18 months.

None of our other named executive officers has an employment agreement with ~~Post.~~the Company.

Director Compensation for the Fiscal Year Ended September 30, ~~2015~~2017

All non-employee directors (except the Chairman of the Board) receive several different elements of compensation for serving on our Board of Directors. The Corporate Governance and Compensation Committee makes recommendations to our Board of Directors regarding director compensation. Director compensation was determined based on a benchmarking study prepared by Aon Hewitt, the Committee’s independent compensation consultant.

All non-employee directors (except the Chairman of the Board) receive an annual retainer of ~~$55,000.~~$80,000. The chairmen of the Audit Committee and the Corporate Governance and Compensation Committee receive additional annual retainers of $10,000. Non-employee directors are paid $2,000 for each regular or special board meeting, telephonic meeting and consent to action without a meeting and $1,500 for each regular or special committee meeting, telephonic meeting and consent to action without a meeting.$15,000. The Lead Director receives an additional annual retainer of $20,000.

In addition to cash compensation, all non-employee directors (except the Chairman of the Board) receive ~~10,000 stock appreciation rights upon commencing service and 5,000 stock appreciation rights on~~ an annual ~~basis thereafter.~~grant in the form of restricted stock units valued at approximately $140,000 on the date of grant. All awards fully vest on the third anniversary of the date of grant. In addition, all awards fully vest at the director’s ~~resignation,~~ retirement, disability or death.

We also pay the premiums on directors’ and officers’ liability and travel accident insurance policies insuring directors. We reimburse directors for their expenses incurred in connection with ~~board~~Board meetings.

In order to encourage ownership of our stock by non-employee directors, we require that any shares of our common stock acquired as a result of option or stock appreciation rights exercises must be held until the director’s retirement or other termination of directorship. In addition, retainers and fees paid in shares of our common stock that are deferred under a deferred compensation plan are required to be held as such until the director’s retirement or other termination of directorship. At that time, the shares are then free to be sold or transferred at the director’s request. Further, we have established stock ownership guidelines applicable to all non-employee directors. See stock ownership guidelines under ~~Compensation Discussion and Analysis~~ ~~for more details.~~

Under our ~~deferred compensation plan,~~Deferred Compensation Plan for Non-Management Directors, any non-employee director may elect to defer, with certain limitations, ~~their retainer and fees.~~his or her retainer. Deferred compensation may be invested in Post common stock equivalents or in a number of mutual funds operated by The Vanguard Group Inc. with a variety of investment strategies and objectives. Deferrals in our common stock equivalents receive a 33¹/3% ~~company~~Company matching contribution. ~~Deferrals~~Balances are paid in cash upon leaving the ~~board~~Board of ~~directors~~Directors in one of three ways: (1) lump sum payout; (2) five-year installments; or (3) ten-year installments.

~~Amounts held~~In order to encourage ownership of our stock by ~~Messrs. Stiritz and Skarie which were previously credited to a their accounts under the Ralcorp Holdings, Inc. Deferred Compensation Plan for Non-Management Directors have been credited to~~non-employee directors, we require that any shares of our ~~plan~~common stock acquired as a ~~separate bookkeeping subaccount. However, because Mr. Stiritz is a management director~~result of ~~Post, Mr. Stiritz is not eligible~~stock appreciation rights exercises must be held until the director’s retirement or other termination of directorship. At that time, the shares are then free to ~~make additional deferrals~~be sold or transferred at the director’s request. Further, we have established stock ownership guidelines applicable to all non-employee directors. See Other Compensation Policies—Stock Ownership Guidelines under ~~our plan.~~Compensation Discussion and Analysis for more details.

The following table sets forth the compensation paid to non-management directors for fiscal year ~~2015,~~2017, other than reimbursement for travel expenses.

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Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ^{(1) (2)} ($)	All Other Compensation⁽³⁾ ($)	Total ($)	Fees Earned or Paid in Cash ($)	Stock Awards⁽¹⁾⁽²⁾ ($)	Option Awards⁽³⁾⁽⁴⁾ ($)	All Other Compensation⁽⁵⁾⁽⁶⁾ ($)	Total ($)
Jay W. Brown	108,500	—	76,305	36,163	220,968	115,000	142,256	—	38,330	295,586
Edwin H. Callison	110,500	—	76,305	36,830	223,635	80,000	142,256	—	26,664	248,920
Gregory L. Curl	90,000	—	76,305	—	166,305	80,000	142,256	—	—	222,256
William H. Danforth ⁽⁴⁾	56,007	—	76,305	18,667	150,979
Robert E. Grote	106,500	—	76,305	35,497	218,302	93,333	142,256	—	31,108	266,697
David W. Kemper	4,583	—	211,090	1,528	217,201	80,000	142,256	—	26,664	248,920
David P. Skarie	80,000	—	76,305	26,664	182,969	95,000	142,256	—	31,664	268,920
William P. Stiritz						—	—	—	292,954	292,954

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Form 10-K and Other Filings

Upon written request and at no charge, we will provide a copy of any of our filings with the SEC, including our ~~Annual Report~~annual report on Form 10-K, with financial statements and schedules for our most recent fiscal year. We may impose a reasonable fee for expenses associated with providing copies of separate exhibits to the report when such exhibits are requested. These documents also are ~~also~~ available on our website at www.postholdings.com, and the website of the SEC at www.sec.gov.

Internet Availability of Proxy Materials

The notice of annual meeting, proxy statement and our ~~2015~~2017 annual report may be viewed online at ~~www.edocumentview.com/Post~~www.envisionreports.com/POST and on our website at www.postholdings.com. Information on our website does not constitute part of this proxy statement. You may find more information about the date, time and location of the annual meeting of shareholders, as well as the items to be voted on by shareholders at the annual meeting, in the section entitled ~~“Proxy~~Proxy and Voting ~~Information”~~Information beginning on page 23 of this proxy statement. There, you also will ~~also~~ find information about attending the annual meeting and voting your proxy, including where you may find the individual control numbers necessary to vote your shares by telephone or over the Internet.

If you are a shareholder of record and are interested in receiving future proxy statements and annual reports electronically, you should contact our transfer agent by accessing your account at www.envisionreports.com/POST and following the instructions as listed. If you hold shares of our common stock through a broker, bank or other nominee, please refer to the instructions provided by that entity for instructions on how to elect this option.

Householding

SEC rules allow delivery of a single annual report and proxy statement to households at which two or more shareholders reside. Accordingly, shareholders sharing an address who have been previously notified by their broker or its intermediary will receive only one copy of the annual report and proxy statement, unless the shareholder has provided contrary instructions. Individual proxy cards or voting instruction forms (or electronic voting facilities) will, however, continue to be provided for each shareholder account. This procedure, referred to as “householding,” reduces the volume of duplicate information received by shareholders, as well as our expenses. Shareholders having multiple accounts may have received householding notifications from their respective brokers and, consequently, such shareholders may receive only one proxy statement and annual report. Shareholders who prefer to receive separate copies of the proxy statement and annual report, either now or in the future, may request to receive separate copies of the proxy statement and annual report by notifying our corporate secretary. Shareholders currently sharing an address with another shareholder who wish to have only one proxy statement and annual report delivered to the household in the future also should ~~also~~ contact our corporate secretary. Our corporate secretary may be reached by telephone at ~~314-644-7600~~(314) 644-7600 or by mail at our principal executive offices at Post Holdings, Inc., 2503 S. Hanley Road, St. Louis, Missouri 63144, Attention: Corporate Secretary.

By order of the Board of Directors,

/s/ Diedre J. Gray

Diedre J. Gray

~~Senior~~Executive Vice President, General Counsel

and Chief Administrative Officer, Secretary

December ~~10, 2015~~11, 2017

~~Table of Contents~~

ANNEX A

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

POST HOLDINGS, INC.

~~2016 LONG-TERM INCENTIVE PLAN~~* * *

1.~~Establishment and Purpose.~~ ARTICLE ONE

The name of the corporation (herein referred to as the “Corporation”) is Post Holdings, Inc. ~~hereby establishes, effective January 28, 2016, an incentive compensation plan known as the “Post Holdings, Inc. 2016 Long-Term Incentive Plan.”~~

ARTICLE TWO

The ~~purposes~~name and address of the ~~Plan~~Corporation’s registered agent in Missouri is CT Corporation System, 120 South Central Avenue, Clayton, Missouri 63105.

ARTICLE THREE - AUTHORIZED SHARES

CLASSES AND NUMBER OF SHARES

The aggregate number of shares of capital stock which the Corporation is authorized to issue is 350,000,000 shares, consisting of:


(i)	300,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”); and


(ii)	50,000,000 shares of Preferred Stock, par value $.01 per share (“Preferred Stock”).


A.	No Preemptive Rights

All preemptive rights are to attract, retain, and motivate Participants (as defined herein) by offering such individuals opportunities to realize stock price appreciation, by facilitating stock ownership, and/or by rewarding them for achieving a high level of performance.

2.~~Definitions.~~ ~~The capitalized terms used in this Plan have the meanings set forth below.~~

~~(a)“Affiliate” means any corporation~~hereby denied, so that ~~is a Subsidiary~~none of the ~~Company and, for purposes other than~~Common Stock, the ~~grant of Incentive~~Preferred Stock ~~Options, any limited liability company, partnership, corporation, joint venture,~~ or any other ~~entity in which~~security or securities of the ~~Company~~Corporation shall carry with it and no holder or owner of any Common Stock, Preferred Stock or any other security or securities of the Corporation shall have any preferential or preemptive right to acquire any additional shares of Common Stock, Preferred Stock or any other security or securities of the Corporation.


B.	No Cumulative Voting

All cumulative voting rights are hereby denied, so that none of the Common Stock, the Preferred Stock or any other security or securities of the Corporation shall carry with it and no holder or owner of any Common Stock, Preferred Stock or any other security of the Corporation shall have any right to vote cumulatively in the election of directors or for any other purpose.


C.	Terms of Preferred Stock

The terms of the shares of each series of Preferred Stock shall be as stated and expressed in these Amended and Restated Articles of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issuance of such ~~Subsidiary owns an equity interest.~~

~~(b)“Agreement” means a written agreement, contract, certificate or other instrument or document (which may~~series of Preferred Stock adopted by the Board of Directors. Subject to the requirements of the GBCL and the provisions of these Amended and Restated Articles of Incorporation, the Board of Directors is expressly authorized to cause any number of authorized and undesignated shares of Preferred Stock to be ~~transmitted electronically to any Participant) evidencing the terms and conditions of an Award in such form (not inconsistent with this Plan) as the Committee approves~~issued from time to time ~~together~~in one or more series of Preferred Stock with ~~all amendments~~such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, ~~which amendments may be made unilaterally by~~if any, as the ~~Company (with the approval of the Committee) unless such amendments are deemed by the Committee to be materially adverse to the Participant and are not required as a matter of law.~~

~~(c)~~“Associate” means any full-time or part-time employee (including an officer or director who is also an employee) of the Company or an Affiliate. Except with respect to grants of Incentive Stock Options, “Associate” shall also include any Non-Employee Director serving on the Company’s Board of Directors may fix by resolution or ~~any consultant or advisor~~resolutions, prior to the ~~Company or an Affiliate. References in this Plan~~issuance of any shares of such series of Preferred Stock, each of which series may differ from any and all other series, including, without limiting the generality of the foregoing, the following:


(i)	The number of shares constituting such series of Preferred Stock and the designations thereof;


(ii)	The dividend rate, if any, on the shares of such series of Preferred Stock, whether and the extent to which any such dividends shall be cumulative or non-cumulative, the relative rights of priority, if any, of payments of any dividends, and the time at which, and the terms and conditions on which, any dividends shall be paid;


(iii)	The right, if any, of the holders of such series of Preferred Stock to vote and the manner of voting, except as may otherwise be provided by the GBCL and the provisions of these Amended and Restated Articles of Incorporation;

(iv)

Whether or not the shares of such series shall be made convertible into or exchangeable for other securities of the Corporation, including shares of the Common Stock or shares of any other series of the Preferred Stock, now or hereafter authorized, the price or prices or the rate or rates at which conversion or exchange may be made, any provision for future adjustment in the conversion or exchange rate, and the terms and conditions upon which the conversion or exchange right shall be exercised;


(v)	The redemption or purchase price or prices of the shares of the series of Preferred Stock, if any, and the times at which, and the terms and conditions under which, the shares of such series Preferred Stock may be redeemed or purchased;


(vi)	The terms of the sinking fund, if any, to be provided for such series of Preferred Stock, and the terms and amount of any such sinking fund;


(vii)	The rights of the holders of shares of such series of Preferred Stock in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation and the relative rights of priority, if any, of such holders with respect thereto;


(viii)	From time to time to include additional authorized and undesignated shares of Preferred Stock in such series; and


(ix)	Any other relative powers, preferences and rights, and any qualifications, limitations or restrictions thereof, of such series of Preferred Stock.

ARTICLE FOUR - INCORPORATOR

The name and place of residence of the incorporator of the Corporation is G. A. Billhartz, 800 Market Street, Suite 2900, St. Louis, Missouri 63101.

ARTICLE FIVE - DIRECTORS


A.	Number and Classification

The number of directors to ~~“employment” and related terms (except for references to “employee” in this definition of “Associate” or in Section 7(a)(i)) shall include~~constitute the ~~providing of services as a Non-Employee Director, consultant or advisor.~~

~~(d)~~“Award” means a grant made under this Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares or any Other Award, whether singly, in combination or in tandem.

~~(e)“Board” means the~~initial Board of Directors of the ~~Company.~~

~~(f)“Cause”~~Corporation shall ~~mean with respect to a Participant (other than a Non-Employee Director), except as otherwise~~be three. Hereafter, the number of directors shall be fixed by, or in the manner provided in, ~~an Agreement, (i)~~ the ~~commission~~Bylaws of the Corporation, but shall not be less than three. Any changes in the number of directors shall be reported to the Secretary of State of Missouri within the time periods required by the GBCL. The directors shall be divided into three (3) classes, as nearly equal in number as reasonably possible, except that one class may be one greater or ~~plea~~one less in number than the other two classes. At each annual meeting of ~~guilty~~shareholders, successors to the class of directors whose term expires at that annual meeting shall be elected for a three (3) year term (and until their respective successors shall have been elected and qualified in each class or ~~no contest to, a felony~~until their earlier death, resignation or ~~a crime involving moral turpitude or~~removal), so that the ~~commission~~term of one class of directors shall expire in each year. Notwithstanding the foregoing, whenever the holders of any ~~other act involving willful malfeasance~~one or ~~fiduciary breach with respect to the Company~~more classes or ~~an Affiliate, (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business~~series of stock of the ~~Company~~Corporation, other than shares of Common Stock, shall have the right, voting separately by class or series, to elect directors, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the terms of these Amended and Restated Articles of Incorporation or any Certificate of ~~its Affiliates, (iii) gross negligence~~Designation thereunder applicable thereto; and such directors so elected shall not be divided into classes pursuant to this Article Five unless expressly provided by such terms. As used in these Amended and Restated Articles of Incorporation, the term “entire Board of Directors” means the total number of directors fixed by, or ~~willful misconduct~~in accordance with, ~~respect to~~these Articles of Incorporation and the Company or an Affiliate, (iv) the material failure to perform duties, (v) the willful failure to perform duties with the Company or an Affiliate or the willful engaging in conduct which is injurious to the Company or an Affiliate, or (vi) violation of state or federal securities laws. “Cause” shall mean with respect to a Participant who is a Non-Employee Director, except as otherwise provided in an Agreement, a determination by a majorityBylaws of the ~~disinterested Board~~Corporation.


B.	Removal of Directors

At a meeting called expressly for that purpose, one or more members ~~that the Director has engaged in any~~ of the ~~following:~~Board of Directors may be removed only for cause and only by the affirmative vote of a least (i) ~~malfeasance in office; (ii) gross misconduct or neglect; (iii) false or fraudulent misrepresentation inducing the Director’s appointment; (iv) willful conversion~~two-thirds of ~~corporate funds; or (v) repeated failure to participate in Board meetings on a regular basis despite having received proper notice~~all members of the ~~meetings in advance. The Committee, in its sole discretion, shall determine the effect~~Corporation’s Board of ~~all matters~~Directors, and ~~questions relating to whether a Participant has been discharged for Cause. For purposes~~(ii) two-thirds of ~~this definition of “Cause,” the term “Affiliate” shall include~~ all ~~such entities provided for in the definition of such term and any Parent or Subsidiary of the Company.~~

~~(g)“Change in Control” shall mean any of the following:~~

~~(i)Individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board.~~

~~(ii)More than 50% of the (x) combined voting power~~ of the then outstanding ~~voting securities~~shares of capital stock of the ~~Company~~Corporation then entitled to vote generally in the election of directors, ~~(“Outstanding Company Voting Securities”)~~voting together as a single class (such vote being in addition to any required class or ~~(y)~~other vote). Whenever the holders of the shares of any class are entitled to elect one or more directors, the provisions of this Article shall apply in respect of the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to vote the holders of the outstanding shares as a whole. In addition, any director may be removed from office by the affirmative vote of a majority of the entire Board of Directors at any time prior to the expiration of the director’s term of office, as provided by law, in the event that the director fails, at the time of removal, to meet any qualifications stated in the Bylaws of the Corporation for election as a director or shall be in breach of any agreement between the director and the Corporation relating to the director’s service as a director or employee of the Corporation.


C.	Vacancies

Subject to the rights, if any, of the holders of any class of capital stock of the Corporation (other than the Common Stock) then outstanding, ~~Shares~~any vacancies in the Board of ~~Stock (“Outstanding Company Common Stock”) is directly or indirectly acquired or beneficially owned (as defined in Rule 13d-3 under~~Directors which occur for any reason prior to the ~~Exchange Act, or any successor rule thereto) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)~~expiration of the ~~Exchange Act), provided, however, that~~term of office of the ~~following acquisitions and beneficial ownership shall not constitute Changes~~class in ~~Control pursuant to this paragraph 2(g)(ii);~~

~~(A)any acquisition or beneficial ownership~~which the vacancy occurs, including vacancies which occur by reason of an increase in the number of directors, may be filled only by the ~~Company or a Subsidiary, or~~

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~~Table~~Board of ~~Contents~~

~~(B)any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained~~Directors, acting by the ~~Company or one of more of its Subsidiaries.~~

~~(iii)Consummation~~affirmative vote of a ~~reorganization, merger, share exchange~~majority of the remaining directors then in office (although less than a quorum), until the next election of directors by the shareholders of the Corporation.


D.	Amendment

This Article Five may be amended, altered, changed or ~~consolidation (a “Business Combination”), unless in each case following such Business Combination;~~

~~(A)all or substantially~~repealed only upon the affirmative vote of not less than two-thirds of all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of ~~common~~capital stock ~~and the combined voting power~~ of the Corporation then ~~outstanding voting securities~~ entitled to vote generally in the election of directors voting together as a single class; provided, however, that whenever the holders of shares of any class are entitled to elect one or ~~other governing body, as~~more directors, such amendment, alternation, change or repeal shall also require the ~~case~~affirmative vote of not less than two-thirds of the outstanding shares of each such class entitled to vote at such meeting.

ARTICLE SIX - TERM OF EXISTENCE

The Corporation shall have a perpetual existence.

ARTICLE SEVEN - PURPOSES

The purposes of the Corporation are to engage in any lawful act or activity for which a corporation now or hereafter may be organized under the GBCL.

ARTICLE EIGHT - BYLAWS

The Bylaws of the ~~entity resulting~~Corporation may be amended, altered, changed or repealed in the manner provided for in the Bylaws, and a provision or provisions inconsistent with the provisions of the Bylaws as they may exist from time to time may be adopted, only by a vote of two-thirds of all of the members of the Board of Directors.

ARTICLE NINE - CERTAIN BUSINESS COMBINATIONS

A.Approval

The approval of any Business Combination shall, in addition to any affirmative vote otherwise required by the GBCL, require the recommendation of the Board of Directors and the affirmative vote of the holders of not less than 85% of all of the outstanding shares of the capital stock of the Company then entitled to vote at a meeting of shareholders called for such purpose of which an Interested Shareholder is not the Beneficial Owner; provided, however, that, notwithstanding the foregoing, any such Business Combination ~~(including, without limitation,~~may be approved on any affirmative vote required by the GBCL if:


(a)	There are one or more Continuing Directors and the Business Combination shall have been approved by a majority of them; or

(b)

(1) The consideration to be received by shareholders of each class of stock of the Corporation shall be in cash or in the same form as the Interested Shareholder and its affiliates have previously paid for a majority of the shares of such class of stock owned by the Interested Shareholder; and (2) the cash, or Market Value of the property, securities or other shareholders of each class of stock of the Corporation in the Business Combination is not less than the higher of:


(i)	the highest per share price paid by the Interested Shareholder for the acquisition of any shares of such class in the two years immediately preceding the announcement date of the Business Combination, with appropriate adjustments for stock splits, stock dividends and like distributions, or


(ii)	the Market Value of such shares, on the date the Business Combination is approved by the Board of Directors.

B.Definitions


(a)	For purposes of this Article Nine, any terms not otherwise defined herein shall have the meanings set forth in Section 351.459 of the GBCL as in effect on the date these Amended and Restated Articles of Incorporation become effective.

(b)

The term “Continuing Director” shall mean any member of the Board of Directors of the Corporation who is not an Affiliate or Associate of the Interested Shareholder and who was a member of the Board of Directors prior to the time that the Interested Shareholder became an Interested Shareholder, and any successor of a Continuing Director if the successor is not an Affiliate or Associate of the Interested Shareholder and is recommended or elected to succeed a Continuing Director by a majority of Continuing Directors.

C.Amendment

This Article Nine may be amended, altered, changed or repealed only upon the affirmative vote of not less than 85% of all the outstanding shares of capital stock of the Corporation entitled to vote at a meeting called for such purpose of which an ~~entity~~Interested Shareholder is not the Beneficial Owner; provided, however, that this Article may be amended, altered, changed or repealed upon the affirmative vote required by the GBCL, if such amendment, alternation, change or repeal has been approved by a majority of the Board of Directors, if there is not an Interested Shareholder, or if there is an Interested Shareholder, by a majority of the Continuing Directors.

D.Article Inapplicable to Ralcorp Holdings, Inc.

This Article Nine shall not apply to any transactions with Ralcorp Holdings, Inc, a Missouri corporation or its subsidiaries, in connection with the Separation and Distribution Agreement by and among Ralcorp, the Corporation and Post Foods, LLC, a Delaware limited liability company, or any agreement or matter provided for therein or contemplated thereby.

ARTICLE TEN - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

A.Actions Involving Directors and Officers

The Corporation shall indemnify each person (other than a party plaintiff suing on his or her behalf or in the right of the Corporation) who at any time is serving or has served as a director or officer of the Corporation against any claim, liability or expense incurred as a result of such ~~transaction owns~~service, or as a result of any other service on behalf of the ~~Company through one~~Corporation, or ~~more subsidiaries);~~service at the request of the Corporation as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law. Without limiting the generality of the foregoing, the Corporation shall indemnify any such person who was or is a party (other than a party plaintiff suing on his or her behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service, against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

B.Actions Involving Employees or Agents

~~(B)~~1.Permissive Indemnification. The Corporation may, if it deems appropriate and as may be permitted by this Article Ten, indemnify any person (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation) who at any time is serving or has served as an employee or agent of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law or to such lesser extent as the Corporation, in its discretion, may deem appropriate. Without limiting the generality of the foregoing, the Corporation may indemnify any such person who was or is a party (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation), or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service, against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

2.Mandatory Indemnification. To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section B.1 of this Article Ten, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by him or her in connection with the action, suite or proceeding.

C.Determination of Right to Indemnification in Certain Circumstances

Any indemnification required under Section A of this Article Ten or authorized by the Corporation in a specific case pursuant to Section B of this Article Ten (unless ordered by a court) shall be made by the Corporation unless a determination is made reasonably and promptly that indemnification of the director, officer, employee or agent is not proper under the circumstances because he or she has not met the applicable standard of conduct set forth in or established pursuant to this Article Ten. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by majority vote of the shareholders; provided that no ~~individual, entity~~such determination shall preclude an action brought in an appropriate court to challenge such determination.

D.Standard of Conduct

Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article Ten (including without limitation pursuant to any agreement entered into pursuant to Section G of this Article Ten) from or ~~group (excluding~~on account of such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The Corporation may (but need not) adopt a more restricted standard of conduct with respect to the indemnification of any employee ~~benefit plan (or related trust)~~or agent of the ~~Company~~Corporation.

E.Advance Payment of Expenses

Expenses incurred by a person who is or was a director or officer of the Corporation in defending a civil or criminal action, suit, proceeding or claim shall be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim, and expenses incurred by a person who is or was an employee or agent of the Corporation in defending a civil or criminal action, suit, proceeding or claim may be paid by the Corporation in advance of the final disposition of such action, suit, proceeding or claim as authorized by or at the direction of the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in or pursuant to this Article Ten.


F.	Rights Not Exclusive

The indemnification and other rights provided by this Article Ten shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, and the Corporation is hereby specifically authorized to provide such indemnification and other rights by any agreement, vote of shareholders or disinterested directors or otherwise.


G.	Indemnification Agreements Authorized

Without limiting the other provisions of this Article Ten, the Corporation is authorized from time to time, without further action by the shareholders of the Corporation, to enter into agreements with any director, officer, employee or agent of the Corporation providing such rights of indemnification as the Corporation may deem appropriate, up to the maximum extent permitted by law. Any agreement entered into by the Corporation with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that similar agreements may have been or may thereafter be entered into with other directors.


H.	Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was otherwise serving on behalf of the Corporation in any capacity or at the request of the Corporation as a director, officer, employee or agent of another corporation, ~~resulting from~~partnership, joint venture, trust, trade or industry association or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit) against any claim, liability or expense asserted against such ~~Business Combination) beneficially owns, directly~~person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article Ten.


I.	Certain Definitions

For the purpose of this Article Ten:

(i)

Any director, officer, employee or agent of the Corporation who shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of 20% or more of the outstanding voting stock (or comparable interests), shall be deemed to be so serving at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances when any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association

or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as a director, officer, employee or agent at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service.

(ii)

References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of a constituent corporation or is or was serving at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise shall stand in the same position under the provisions of this Article Ten with respect to the resulting or surviving corporation as such person would if such person had served the resulting or surviving corporation in the same capacity.

(iii)

The term “other enterprise” shall include, without limitation, employee benefit plans and voting or taking action with respect to stock or other assets therein; the term “serving at the request of the Corporation” shall include, without limitation, any service as a director, officer, employee or agent of a corporation which imposes duties on , or involves services by, a director, officer, employee or agent of the Corporation with respect to any employee benefit plan, its participants, or beneficiaries; and unless a person’s conduct in connection with an employee benefit plan is finally adjudicated to have been knowingly fraudulent, deliberately dishonest or willful misconduct, such person shall be deemed to have satisfied any standard of care required by or pursuant to this Article Ten in connection with such plan; the term “fines” shall include, without limitation, any excise taxes assessed on a person with respect to an employee benefit plan and shall also include any damages (including treble damages) and any other civil penalties.


J.	Survival

The indemnification and other rights provided pursuant to this Article Ten shall apply both to action by any director, officer, employee or agent of the Corporation in an official capacity and to action in another capacity while holding such office or position and shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person. Notwithstanding any other provision in these Amended and Restated Articles of Incorporation, any indemnification rights arising under or granted pursuant to this Article Ten shall survive amendment or repeal of this Article Ten with respect to any acts or omissions occurring prior to the effective time of such amendment or repeal and persons to whom such indemnification rights are given shall be entitled to rely upon such indemnification rights with respect to such acts or omissions as a binding contract with the Corporation.


K.	Liability of the Directors

It is the intention of the Corporation to limit the liability of the directors of the Corporation, in their capacity as such, whether to the Corporation, its shareholders or otherwise, to the fullest extent permitted by law. Consequently, should the GBCL or any other applicable law be amended or adopted hereafter so as to permit the elimination or limitation of such liability, the liability of the directors of the Corporation shall be so eliminated or limited without the need for amendment of these Amended and Restated Articles of Incorporation or further action on the part of the shareholders of the Corporation.


L.	Amendment

This Article Ten may be amended, altered, changed or repealed only upon the affirmative vote of not less than ~~50%~~85% of ~~respectively,~~all of the ~~then~~ outstanding shares of ~~common~~capital stock of the ~~corporation resulting from such Business Combination or the combined voting power of the~~Corporation then ~~outstanding voting securities of such corporation~~ entitled to vote generally in the election of directors or other governing body of the entity resulting from such Business Combination, except to the extent that such individual, entity or group owned more than 50% of the Outstanding Company Common Stock or Outstanding Company Voting Securities prior to the Business Combination; and

~~(C)~~at least a majority of the members of the board of directors or other governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, approving such Business Combination.

~~(iv)The Company shall sell or otherwise dispose of all or substantially all of the assets of the Company (in one transaction or a series of transactions).~~

~~(v)The shareholders of the Company shall approve a plan to liquidate or dissolve the Company and the Company shall commence such liquidation or dissolution of the Company.~~

~~Notwithstanding the foregoing, a Change in Control shall not include transactions commonly known as Reverse Morris Trust transactions.~~

Notwithstanding anything herein to the contrary, an event described herein shall be considered a Change in Control hereunder only if it also constitutes a “change in control event” under Section 409A of the Code, to the extent necessary to avoid the adverse tax consequences thereunder.

~~(h)~~“Change in Control Date” shall mean, in the case of a Change in Control defined in clauses (i) through (iv) of the definition thereof, the date on which the event is consummated, and in the case of a Change in Control defined in clause (v) of the definition thereof, the date on which the Company shall commence such liquidation or dissolution.

~~(i)~~“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor statute. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

~~(j)~~“Committee” means the committee of directors appointed by the Board to administer this Plan. In the absence of a specific appointment, “Committee” shall mean the Compensation Committee of the Board.

~~(k)“Company” means Post Holdings, Inc., a Missouri corporation, or any successor to all or substantially all of its businesses by merger, consolidation, purchase of assets or otherwise.~~

~~(l)~~“Disability” means, except as otherwise provided in an Agreement, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, provided, however, for purposes of determining the term of an Incentive Stock Option, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall be determined under procedures established by the Committee. Except in situations where the Committee is determining Disability for purposes of the term of an Incentive Stock Option within the meaning of Section 22(e)(3) of the Code, the Committee may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate

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~~in which a Participant participates, provided that the definition of disability applied under such disability plan meets the requirements of a Disability in the first sentence hereof.~~

~~(m)~~“Exchange Act” means the Securities Exchange Act of 1934, as amended; “Exchange Act Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor regulation.

~~(n)“Fair Market Value” as of any date means, unless otherwise expressly provided in this Plan:~~

~~(i)~~(A) the closing sales price of a Share on the composite tape for New York Stock Exchange (“NYSE”) listed shares, or if Shares are not quoted on the composite tape for NYSE listed shares, on the Nasdaq Global Select Market or any similar system then in use or, (B) if clause (i)(A) is not applicable, the mean between the closing “bid” and the closing “asked” quotation of a Share on the Nasdaq Global Select Market or any similar system then in use, or (C) if the Shares are not quoted on the NYSE composite tape or the Nasdaq Global Select Market or any similar system then in use, the closing sale price of a Share on the principal United States securities exchange registered under the Exchange Act on which the Shares are listed, in any case on the specified date, or, if no sale of Shares shall have occurred on that date, on the immediately preceding day on which a sale of Shares occurred, or

~~(ii)if clause (i) is not applicable, what the Committee determines in good faith to be 100% of the fair market value of a Share on that date.~~

In the case of any Option, if such determination of Fair Market Value is not consistent with the then current regulations of the Secretary of the Treasury, Fair Market Value shall be determined in accordance with said regulations. The determination of Fair Market Value shall be subject to adjustment as provided in Section 13(f) hereof.

~~(o)~~“Good Reason” means, except as otherwise provided in an Agreement, the occurrence of one or more of the following, which circumstances are not remedied by the Company within thirty (30) days after its receipt of a written notice from the Participant describing the applicable circumstances (which notice must be provided by the Participant within 90 days after the Participant’s knowledge of the applicable circumstances): (i) a material diminution in a Participant’s duties and responsibilities, (ii) a material decrease in a Participant’s base salary or bonus opportunity, or (iii) a geographical relocation of the Participant’s principal office location by more than fifty (50) miles, in each case, without written consent; provided that in each case, the Participant must actually terminate his or her employment within thirty (30) days following the Company’s thirty (30)-day cure period specified herein.

~~(p)“Incentive Stock Option” means any Option designated as such and granted in accordance with the requirements of Section 422 of the Code or any successor to such section.~~

~~(q)~~“Incumbent Board” means the group of directors consisting of (i) those individuals who, as of the effective date of the Plan, constituted the Board; and (ii) any individuals who become directors subsequent to such effective date whose appointment, election or nomination for election by the shareholders of the Company was approved by a vote of at least a majority of the directors then comprising the Incumbent Board. The Incumbent Board shall exclude any individual whose initial assumption of office occurred (i)voting together as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person (other than a solicitation of proxies by the Incumbent Board) or (ii) with the approval of the Incumbent Board but by reason of any agreement intended to avoid or settle a proxy contest.single class.

~~(r)“Non-Employee Director” means a member of the Board who is a “non-employee director,” as defined by Exchange Act Rule 16b-3.~~ARTICLE ELEVEN - AMENDMENT OF ARTICLES OF INCORPORATION

~~(s)“Non-Qualified Stock Option” means an Option other than an Incentive Stock Option.~~

~~(t)~~“Option” means a right to purchase Stock (or, if the Committee so provides in an applicable Agreement, Restricted Stock), including both Non-Qualified Stock Options and Incentive Stock Options granted under Section 7 hereof.

~~(u)~~“Other Award” means an Award of Stock, an Award based on Stock other than Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Performance Shares, or a cash-based Award granted under Section 11 hereof.

~~(v)“Outside Director” means a member of the Board who is an “outside director” within the meaning of Section 162(m) of the Code.~~

~~(w)“Parent” means a “parent corporation,” as that term is defined in Section 424(e) of the Code, or any successor provision.~~

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~~(x)“Participant” means an Associate to whom an Award is granted pursuant to the Plan or, if applicable, such other person who validly holds an outstanding Award.~~

~~(y)“Performance Criteria” means performance goals relating to certain criteria as further described in Section 12 hereof.~~

~~(z)~~“Performance Period” means one or more periods of time, as the Committee may select, over which the attainment of one or more performance goals will be measured for the purpose of determining which Awards, if any, are to vest or be earned.

~~(aa)~~“Performance Shares” means a contingent award of a specified number of Performance Shares or Units granted under Section 9 hereof, with each Performance Share equivalent to one or more Shares or a fractional Share or a Unit expressed in terms of one or more Shares or a fractional Share, as specified in the applicable Agreement, a variable percentage of which may vest or be earned depending upon the extent of achievement of specified performance objectives during the applicable Performance Period.

~~(bb) “Plan” means this 2016 Long-Term Incentive Plan, as amended and in effect from time to time.~~

~~(cc) “Restricted Stock” means Stock granted under Section 10 hereof so long as such Stock remains subject to one or more restrictions.~~

~~(dd) “Restricted Stock Units” means Units of Stock granted under Section 10 hereof.~~

~~(ee) “Retirement” shall mean, except as otherwise provided in an Agreement, a voluntary termination of employment after attainment of age 65.~~

~~(ff) “Share” means a share of Stock.~~

(gg) “Stock” means the Company’s common stock, $0.01 par value per share (as such par value may be adjusted from time to time) or any securities issued in respect thereof by the Company or any successor to the Company as a result of an event described in Section 13(f).

~~(hh) “Stock Appreciation Right” means a right, the value of which is determined relative to appreciation in value of Shares pursuant to an Award granted under Section 8 hereof.~~

~~(ii) “Subsidiary” means a “subsidiary corporation,” as that term is defined in Section 424(f) of the Code, or any successor provision.~~

(jj) “Successor” with respect to a Participant means, except as otherwise provided in an Agreement, the legal representative of an incompetent Participant and, if the Participant is deceased, the legal representative of the estate of the Participant or the person or persons who may, by bequest or inheritance, or under the terms of an Award or forms submitted by the Participant to the Committee under Section 13(h) hereof, acquireThe Corporation reserves the right to ~~exercise an Option~~amend, alter, change or ~~Stock Appreciation Right or receive cash and/or Shares issuable~~repeal any provision contained in ~~satisfaction~~these Amended and Restated Articles of ~~an Award~~Incorporation in the ~~event~~manner prescribed herein for amendment of ~~a Participant’s death.~~

(kk) “Term” means the period during which an Option or Stock Appreciation Right may be exercised or the period during which the restrictions placed on Restricted Stock or any other Award are in effect.

~~(ll) “Unit” means a bookkeeping entry that may be used by the Company to record~~such provision and account for the grant of Stock, Units of Stock, Stock Appreciation Rights and Performance Shares expressed in terms of Units of Stock until such time as the Award is paid, canceled, forfeited or terminated. No Shares will be issued at the time of grant, and the Company willif not ~~be required to set aside a fund for the payment of any such Award.~~

~~Except when otherwise indicated by the context, reference to the masculine gender shall include, when used, the feminine gender and any term used~~so prescribed then in the ~~singular shall also include the plural.~~


3.	~~Administration.~~

~~(a)Authority of Committee. The Committee shall administer this Plan~~manner now or delegate its authority to do so as provided herein or, in the Board’s sole discretion or in the absence of the Committee, the Board shall administer this Plan. Subject to the terms of the Plan, the Committee’s charter and applicable laws, and in addition to other express powers and authorization conferredhereafter prescribed by ~~the Plan, the Committee shall have the authority:~~

~~(i)to construe and interpret the Plan and apply its provisions;~~

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~~(ii)to promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;~~

~~(iii)to authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;~~

~~(iv)to determine when Awards are to be granted under the Plan and the applicable grant date;~~

~~(v)from time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall be granted;~~

~~(vi)to determine the number of shares of Stock or the amount of cash to be made subject to each Award, subject to the limitations set forth in this Plan;~~

~~(vii)to determine whether each Option is to be an Incentive Stock Option or a Non-Qualified Stock Option;~~

~~(viii)~~to prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the Agreement relating to such grant;

~~(ix)~~to determine the target number of Performance Shares to be granted pursuant to an Award of Performance Shares, the performance measures that will be used to establish the performance goals, the performance period(s) and the number of Performance Shares earned by a Participant;

~~(x)to designate an Award (including a cash bonus) as a performance compensation Award and to select the performance criteria that will be used to establish the performance goals;~~

~~(xi)~~to amend any outstanding Awards; provided, however, that if any such amendment materially impairs a Participant’s rights or materially increases a Participant’s obligations under his or her Award, such amendment shall also be subject to the Participant’s consent, unless such amendment is required by law;

~~(xii)to determine whether, to what extent and under what circumstances Awards may be settled, paid or exercised in cash, Shares or other Awards or other property, or canceled, forfeited or suspended;~~

~~(xiii)to determine the duration and purpose of leaves and absences which may be granted to a Participant without constituting termination of employment for purposes of the Plan;~~

~~(xiv)to make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that triggers anti-dilution adjustments;~~

~~(xv)~~to interpret, administer or reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; and

~~(xvi)to exercise discretion to make any~~law and all ~~other determinations which it determines to be necessary or advisable for the administration of the Plan.~~

~~Notwithstanding the foregoing, in administering this Plan with respect to Awards for Non-Employee Directors, the Board shall exercise the~~rights and powers of the Committee. To the extent the Committee determines that the restrictions imposed by this Plan preclude the achievement of material purposes of the Awards in jurisdictions outside of the United States, the Committee has the authorityconferred herein on shareholders, directors and ~~discretion to modify those restrictions as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.~~

The Committee shall not have the right, without shareholder approval, to (i) reduce or decrease the purchase price for an outstanding Option or Stock Appreciation Right, (ii) cancel an outstanding Option or Stock Appreciation Right for the purpose of replacing or re-granting such Option or Stock Appreciation Right with a purchase price that is less than the original purchase price, (iii) extend the Term of an Option or Stock Appreciation Right or (iv) deliver stock, cash or other consideration in exchange for the cancellation of an Option or Stock Appreciation Right, the purchase price of which exceeds the Fair Market Value of the Shares underlying such Option or Stock Appreciation Right.

All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

~~(b)Delegation~~. The Committee, or if no Committee has been appointed, the Board, may delegate all or any part of the administration of the Plan to one or more committees of one or more members of the Board, or to senior officers of the ~~Company, and may authorize further delegation by such committees to senior officers of the Company, in each case, to the extent permitted~~

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by Missouri law and subject to the Committee’s charter; provided that, determinations regarding the timing, pricing, amount and terms of any Award to a “reporting person” for purposes of Section 16 of the Exchange Act shall be made only by the Committee; and provided further that subject to Section 3(e) no such delegation may be made that would cause Awards or other transactions under this Plan to cease to be exempt from Section 16(b) of the Exchange Act or cause an Award intended to qualify for favorable treatment under Section 162(m) of the Code not to qualify for, or to cease to qualify for, the favorable treatment under Section 162(m) of the Code. Any such delegation may be revoked by the Committee at any time. The term “Committee” shall apply to any person or persons to whom such authority has been delegated. The Board may abolish, suspend or supersede the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor and fill vacancies, however caused, in the Committee. The Committee shall act pursuant to a vote of the majority of its members or, in the case of a Committee comprised of only two members, the unanimous consent of its members, whether present or not, or by the written consent of the majority of its members and minutes shall be kept of all of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.

~~(c)Board Authority~~. Any authority granted to the Committee may also be exercised by the Board or another committee of the Board, except to the extent that the grant or exercise of such authority would cause any Award intended to qualify for favorable treatment under Section 162(m) of the Code to cease to qualify for the favorable treatment under Section 162(m) of the Code. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. Without limiting the generality of the foregoing, to the extent the Board has delegated any authority under this Plan to another committee of the Board, such authority shall not be exercised by the Committee unless expressly permitted by the Board in connection with such delegation.

~~(d)Awards for Non-Employee Directors~~. The Board (which may delegate the determination to a Committee of the Board) may from time to time determine that each individual who is elected or appointed to the office of director as a Non-Employee Director receive an Award (other than Incentive Stock Options) as compensation, in whole or in part, for such individual’s services as a director. In determining the level and terms of such Awards for Non-Employee Directors, the Board may consider such factors as compensation practices of comparable companies with respect to directors, consultants’ recommendations, and such other information as the Board may deem appropriate.

~~(e)Committee Composition~~. The Board shall have discretion to determine whether or not it intends to comply with the exemption requirements of Rule 16b-3 and/or Section 162(m) of the Code. Nothing herein shall create an inference that an Award is not validly granted under the Plan in the event AwardsCorporation are ~~granted under the Plan by a compensation committee of the Board that does not at all times consist solely of two or more Non-Employee Directors who are also Outside Directors.~~

4.~~Shares Available; Maximum Payouts.~~

~~(a)Shares Available~~. Subject to adjustment in accordance with Section 13(f), the total number of Shares available for the grant of Awards under the Plan shall be (i) two million (2,000,000) Shares plus (ii) the number of Shares that, immediately prior to the effective date of this Plan, remain available for future awards under the Post Holdings, Inc. 2012 Long-Term Incentive Plan, as amended and restated. Such number of Shares shall be increased by the number of Shares made available as a result of any awards that are forfeited, cancelled, terminated, or that expire or lapse for any reason, after the effective date of this Plan, under the Post Holdings, Inc. 2012 Long-Term Incentive Plan, as amended and restated. No more than a maximum aggregate of two million (2,000,000) Shares may be granted as Incentive Stock Options. Stock Options, Stock Appreciation Rights, and Restricted Stock awarded, and Awards of Restricted Stock Units, Performance Shares and Other Awards settled in Shares awarded shall reduce the number of Shares available for Awards by one Share for every one Share subject to such Award. Shares issued under this Plan may be authorized and unissued shares or issued shares held as treasury shares. Any Shares that again become available for future grants pursuant to Section 4 shall be added back as one Share. The following Shares may not again be made available for issuance as Awards: (i) Shares not issued or delivered as a result of the net settlement of an outstanding Stock Appreciation Right or Stock Option; (ii) Shares used to pay the exercise price or withholding taxes related to an outstanding Award; or (iii) Shares repurchased on the open market with the proceeds of a Stock Option exercise price.

~~(b)Shares Not Applied to Limitations~~. The following will not be applied to the Share limitations of subsection 4(a) above: (i) any Shares subject to an Award under the Plan to the extent to which Award is forfeited, cancelled, terminated, expires or lapses for any reason; and (ii) Shares and any Awards that are granted through the settlement, assumption or substitution of outstanding awards previously granted (subject to applicable repricing restrictions herein), or through obligations to grant future awards, as a result of a merger, consolidation or acquisition of the employing company with or by the Company. If an Award is settled in cash, the number of Shares on which the Award is based shall not be applied to the Share limitations of subsection 4(a).

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~~(c)Award Limitations~~.

~~(i)~~No Participant shall be granted (A) Options to purchase Shares and Stock Appreciation Rights with respect to more than two million (2,000,000) Shares in the aggregate, (B) any other Awards with respect to more than two million (2,000,000) Shares in the aggregate (or, in the event such Award denominated or expressed in terms of number of Shares or Units is paid in cash, the equivalent cash value thereof) or (C) any cash bonus Awards not denominated or expressed in terms of number of Shares or Units with a value that exceeds ten million (10,000,000) dollars in the aggregate, in each case, in any twelve-month period under this Plan (such share limits being subject to adjustment under Section 13(f) hereof).

~~(ii)~~Notwithstanding the foregoing, no Participant who is a Non-Employee Director shall be granted (A) Options to purchase Shares and Stock Appreciation Rights with respect to more than fifteen thousand (15,000) Shares in the aggregate or (B) any other Awards with respect to more than fifteen thousand (15,000) Shares in the aggregate (or, in the event such Award denominated or expressed in terms of number of Shares or Units is paid in cash, the equivalent cash value thereof), in each case, in any twelve-month period under this Plan (such share limits being subject to adjustment under Section 13(f) hereof).

~~(d)No Fractional Shares. No fractional Shares may be issued under this Plan; fractional Shares will be rounded down to the nearest whole Share.~~

5.~~Eligibility. Awards may be granted under this Plan to any Associate at the discretion of the Committee.~~

6.~~General Terms of Awards.~~

~~(a)Awards~~. Awards under this Plan may consist of Options (either Incentive Stock Options or Non-Qualified Stock Options), Stock Appreciation Rights, Performance Shares, Restricted Stock, Restricted Stock Units, or Other Awards.

~~(b)Amount of Awards~~. Each Agreement shall set forth the number of Shares of Restricted Stock, Stock, Stock Units, or Performance Shares, or the amount of cash, subject to such Agreement, or the number of Shares to which the Option applies or with respect to which payment upon the exercise of the Stock Appreciation Right is to be determined, as the case may be, together with such other terms and conditions applicable to the Award (not inconsistent with this Plan) as determined by the Committee in its sole discretion.

~~(c)Term~~. Each Agreement, other than those relating solely to Awards of Stock without restrictions, shall set forth the Term of the Award and any applicable Performance Period, as the case may be, but in no event shall the Term of an Award or the Performance Period be longer than ten years after the date of grant; provided, however, that the Committee may, in its discretion, grant Awards with a longer term to Participants who are located outside the United States. An Agreement with a Participant may permit acceleration of vesting requirements and of the expiration of the applicable Term upon such terms and conditions as shall be set forth in the Agreement, which may, but, unless otherwise specifically provided in this Plan, need not, include, without limitation, acceleration resulting from the occurrence of the Participant’s death or Disability. Acceleration of the Performance Period of Performance Shares and other performance-based Awards shall be subject to Section 12 and/or Section 13(f) hereof, as applicable.

~~(d)Agreements~~. Each Award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions, as determined by the Committee, that shall apply to such Award, in addition to the terms and conditions specified in this Plan.

~~(e)Transferability~~. Except as otherwise permitted by the Committee, during the lifetime of a Participant to whom an Award is granted, only such Participant (or such Participant’s legal representative) may exercise an Option or Stock Appreciation Right or receive payment with respect to any other Award. Except as otherwise permitted by the Committee, no Award of Restricted Stock (prior to the expiration of the restrictions), Restricted Stock Units, Options, Stock Appreciation Rights, Performance Shares or Other Award (other than an award of Stock without restrictions) may be sold, assigned, transferred, exchanged, or otherwise encumbered, and any attempt to do so (including pursuant to a decree of divorce or any judicial declaration of property division) shall be of no effect. Notwithstanding the immediately preceding sentence, an Agreement may provide that an Award shall be transferable to a Successor in the event of a Participant’s death.

~~(f)Termination of Employment~~. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise and/or retain an Award following termination of the Participant’s service with the Company or its Affiliates, including, without limitation, upon death or Disability or other termination of employment. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Agreement, need not be uniform among Agreements issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.

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~~(g)Change in Control~~. In the event the Participant ceases to be employed with the Company, either as a result of a termination by the Company without Cause or by the Participant for Good Reason, during the twelve (12)-month period following a Change in Control Date, all Options and Stock Appreciation Rights shall become immediately exercisable with respect to 100% of the Shares subject to such Options or Stock Appreciation Rights, and/or the period of restriction shall expire and the Award shall vest immediately with respect to 100% of the Shares of Restricted Stock, Restricted Stock Units, and any other Award, and/or all performance goals or other vesting criteria will be deemed achieved at 100% target levels (or, if the termination of employment occurs within the six (6) months prior to the end of the applicable Performance Period, the greater of 100% target levels and actual performance levels, to the extent permitted by applicable tax law) and all other terms and conditions will be deemed met as of the date of the Participant’s termination of employment.

~~(h)Rights as Shareholder. A Participant shall have no right as a shareholder with respect to any securities covered by an Award until the date the Participant becomes the holder of record.~~

~~(i)Minimum Vesting of Awards~~. Except with respect to a maximum of five percent (5%) of the Shares authorized in Section 4(a) and subject to Sections 6(g) and 13(f), any Awards that vest solely on the basis of the passage of time or continued employment with the Company shall not provide for vesting which is any more rapid than annual pro rata vesting over a three (3) year period and any Awards that vest upon the attainment of performance goals shall not provide for vesting which is any more rapid than immediate vesting on the first anniversary of the Award grant date. Notwithstanding the foregoing, the Committee may permit acceleration of vesting of such Awards in certain events, including in the event of the Participant’s death, Disability, or Retirement.

~~(j)Performance Conditions. The Committee may require the satisfaction of certain performance goals as a condition to the grant, vesting, or payment of any Award provided under the Plan.~~

7.~~Stock Options.~~

~~(a)Terms of All Options~~.

~~(i)Grants~~. Each Option shall be granted pursuant to an Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option. Only Non-Qualified Stock Options may be granted to Associates who are not employees of the Company or an Affiliate. In no event may Options known as reload options be granted hereunder. The provisions of separate Options need not be identical. Except as provided by Section 13(f), Participants holding Options shall have no dividend rights with respect to Shares subject to such Options. The Company shall have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time.

~~(ii)Purchase Price~~. The purchase price of each Share subject to an Option shall be determined by the Committee and set forth in the applicable Agreement, but shall not be less than 100% of the Fair Market Value of a Share as of the date the Option is granted. The purchase price of the Shares with respect to which an Option is exercised shall be payable in full at the time of exercise. The purchase price may be paid in cash or, if the Committee so permits and upon such terms as the Committee shall approve, through delivery or tender to the Company of Shares held, either actually or by attestation, by such Participant (in each case, such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of the Shares being purchased pursuant to the Option) or through a net or cashless form of exercise as permitted by the Committee, or, if the Committee so permits, a combination thereof, unless otherwise provided in the Agreement. Further, the Committee, in its discretion, may approve other methods or forms of payment of the purchase price, and establish rules and procedures therefor.

~~(iii)Exercisability~~. Each Option shall vest and be exercisable in whole or in part on the terms provided in the Agreement. In no event shall any Option be exercisable at any time after its Term. When an Option is no longer exercisable, it shall be deemed to have lapsed or terminated. No Option may be exercised for a fraction of a Share.

~~(iv)Termination of Employment~~. Unless otherwise provided in an Agreement, in the event a Participant’s employment terminates (other than upon the Participant’s death or Disability), the Participant may exercise his or her Option (to the extent that the Participant was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (A) the date that is six months following the termination of the Participant’s employment or (B) the expiration of the Term of the Option as set forth in the Award Agreement; provided that, if the termination of employment is by the Company for Cause, all outstanding Options (whether or not vested) shall immediately terminate and cease to be exercisable. If, after termination, the Participant does not exercise his or her Option within the time specified in the Agreement, the Option shall terminate.

~~(v)Disability~~. Unless otherwise provided in an Award Agreement, in the event that a Participant’s employment terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option (to the extent that the Participant was entitled to exercise such Option as of the date of termination), but only within such period of time ending on

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the earlier of (A) the date that is three years following such termination or (B) the expiration of the Term of the Option as set forth in the Award Agreement. If, after termination, the Participant does not exercise his or her Option within the time specified in the Award Agreement, the Option shall terminate.

~~(vi)Death~~. Unless otherwise provided in an Award Agreement, in the event a Participant’s employment terminates as a result of the Participant’s death, then the Option may be exercised (to the extent the Participant was entitled to exercise such Option as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Participant’s death, but only within the period ending on the earlier of (A) the date that is three years following the date of death or (B) the expiration of the Term of such Option as set forth in the Award Agreement. If, after the Participant’s death, the Option is not exercised within the time specified in the Award Agreement, the Option shall terminate.

~~(b)Incentive Stock Options. In addition to the other terms and conditions applicable to all Options:~~

~~(i)~~the aggregate Fair Market Value (determined as of the date the Option is granted) of the Shares with respect to which Incentive Stock Options held by an individual first become exercisable in any calendar year (under this Plan and all other incentive stock options plans of the Company and its Affiliates) shall not exceed $100,000 (or such other limit as may be required by the Code), if such limitation is necessary to qualify the Option as an Incentive Stock Option, and to the extent an Option or Options granted to a Participant exceed such limit such Option or Options shall be treated as Non-Qualified Stock Options;

~~(ii)~~an Incentive Stock Option shall not be exercisable and the Term of the Award shall not be more than ten years after the date of grant (or such other limit as may be required by the Code) if such limitation is necessary to qualify the Option as an Incentive Stock Option;

~~(iii)the Agreement covering an Incentive Stock Option shall contain such other terms and provisions which the Committee determines necessary to qualify such Option as an Incentive Stock Option; and~~

~~(iv)~~notwithstanding any other provision of this Plan if, at the time an Incentive Stock Option is granted, the Participant owns (after application of the rules contained in Section 424(d) of the Code, or its successor provision) Shares possessing more than ten percent of the total combined voting power of all classes of stock of the Company or its subsidiaries, (A) the option price for such Incentive Stock Option shall be at least 110% of the Fair Market Value of the Shares subject to such Incentive Stock Option on the date of grant and (B) such Option shall not be exercisable after the date five years from the date such Incentive Stock Option is granted.

8.~~Stock Appreciation Rights.~~

~~(a)Grant~~. An Award of a Stock Appreciation Right shall entitle the Participant, subject to terms and conditions determined by the Committee, to receive upon exercise of the Stock Appreciation Right all or a portion of the excess of (i) the Fair Market Value of a specified number of Shares as of the date of exercise of the Stock Appreciation Right over (ii) a specified price which shall not be less than 100% of the Fair Market Value of such Shares as of the date of grant of the Stock Appreciation Right (“purchase price”). Each Stock Appreciation Right may be exercisable in whole or in part on and otherwise subject to the terms provided in the applicable Agreement. No Stock Appreciation Right shall be exercisable at any time after its Term. When a Stock Appreciation Right is no longer exercisable, it shall be deemed to have lapsed or terminated. Except as otherwise provided in the applicable Agreement, upon exercise of a Stock Appreciation Right, payment to the Participant (or to his or her Successor) shall be made in the form of cash, Stock or a combination of cash and Stock (as determined by the Committee if not otherwise specified in the Award) as promptly as practicable after such exercise. The Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Stock) may be made in the event of the exercise of a Stock Appreciation Right. Except as provided by Section 13(f), Participants holding Stock Appreciation Rights shall have no dividend rights with respect to Shares subject to such Stock Appreciation Rights.

~~(b)Exercisability~~. Each Stock Appreciation Right shall vest and be exercisable in whole or in part on the terms provided in the Agreement. In no event shall any Stock Appreciation Right be exercisable at any time after its Term. When a Stock Appreciation Right is no longer exercisable, it shall be deemed to have lapsed or terminated. No Stock Appreciation Right may be exercised for a fraction of a Share.

9.~~Performance Shares.~~

~~(a)Initial Award~~. An Award of Performance Shares shall entitle a Participant to future payments based upon the achievement of performance goals established in writing by the Committee. Payment shall be made in cash or Stock, or a combination of cash and Stock, as determined by the Committee. Such performance goals and other terms and conditions shall

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be determined by the Committee in its sole discretion. The Agreement may establish that a portion of the maximum amount of a Participant’s Award will be paid for performance which exceeds the minimum target but falls below the maximum target applicable to such Award. The Agreement shall also provide for the timing of such payment.

~~(b)Vesting. An Award~~ subject to this ~~Section 9 shall vest or be earned on the terms provided in the Agreement.~~reserved power.

~~(c)Valuation~~. To the extent that payment of a Performance Share is made in cash, a Performance Share earned after conclusion of a Performance Period shall have a value equal to the Fair Market Value of a Share on the last day of such Performance Period.

~~(d)Voting; Dividends~~. Participants holding Performance Shares shall have no voting rights with respect to such Awards and shall have no dividend rights with respect to Shares subject to such Performances Shares other than as the Committee so provides, in its discretion, in an Agreement, or as provided by Section 13(f); provided, that, any such dividends shall be subject to such restrictions and conditions as the Committee may establish with respect to the Performance Shares and shall be payable only at the same time as the underlying Performance Shares may become earned, vested, and payable.

~~10.Restricted Stock and Restricted Stock Unit Awards.~~

~~(a)Grant~~. All or any part of any Restricted Stock or Restricted Stock Unit Award may be subject to such conditions and restrictions as may be established by the Committee, and set forth in the applicable Agreement, which may include, but are not limited to, continuous employment with the Company, a requirement that a Participant pay a purchase price for such Award, the achievement of specific performance goals, and/or applicable securities laws restrictions. During any period in which an Award of Restricted Stock or Restricted Stock Units is restricted and subject to a substantial risk of forfeiture, (i) Participants holding Restricted Stock Awards may exercise full voting rights with respect to such Shares and shall be entitled to receive all dividends and other distributions paid with respect to such Shares while they are so restricted and (ii) Participants holding Restricted Stock Units shall have no voting rights with respect to such Awards and shall have no dividend rights with respect to Shares subject to such Restricted Stock Units, other than as the Committee so provides, in its discretion, in an Agreement, or as provided by Section 13(f). Any dividends or dividend equivalents may be paid currently or may be credited to a Participant’s account and may be subject to such restrictions and conditions as the Committee may establish. If the Committee determines that Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to execute and deliver to the Company an escrow agreement satisfactory to the Committee, if applicable, and an appropriate blank stock power with respect to the Restricted Stock covered by such agreement.

~~(b)Restrictions~~.

~~(i)~~Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the period during which the Award is restricted, and to such other terms and conditions as may be set forth in the applicable Agreement: (A) if an escrow arrangement is used, the Participant shall not be entitled to delivery of the stock certificate; (B) the Shares shall be subject to the restrictions on transferability set forth in the Award Agreement; (C) the Shares shall be subject to forfeiture for such period and subject to satisfaction of any applicable performance goals during such period, to the extent provided in the applicable Award Agreement; and (D) to the extent such Shares are forfeited, the stock certificates, if any, shall be returned to the Company, and all rights of the Participant to such Shares and as a shareholder with respect to such shares shall terminate without further obligation on the part of the Company.

~~(ii)~~Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the period during which the Award is restricted, and the satisfaction of any applicable performance goals during such period, to the extent provided in the applicable Award Agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award Agreement.

~~(iii)~~Subject to Section 6(i), the Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date the Restricted Stock or Restricted Stock Units are granted, such action is appropriate.

~~(c)Restricted Period~~. An Award of Restricted Stock or Restricted Stock Units shall vest on the terms provided in the Agreement. Each certificate representing Restricted Stock awarded under the Plan shall bear a legend in such form as the Company deems appropriate.

~~11.Other Awards.~~ The Committee may from time to time grant Other Awards under this Plan, including without limitation those Awards pursuant to which a cash bonus award may be made or pursuant to which Shares may be acquired in the future, such

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as Awards denominated in Stock, Stock Units, securities convertible into Stock and phantom securities. The Committee, in its sole discretion, shall determine, and provide in the applicable Agreement for, the terms and conditions of such Awards provided that such Awards shall not be inconsistent with the terms and purposes of this Plan. The Committee may, in its sole discretion, direct the Company to issue Shares subject to restrictive legends and/or stop transfer instructions which are consistent with the terms and conditions of the Award to which such Shares relate. In addition, the Committee may, in its sole discretion, issue such Other Awards subject to the performance criteria under Section 12 hereof.

~~12.Performance-Based Awards.~~

~~(a)Application to Covered Employee~~. Notwithstanding any other provision of the Plan, the Committee may provide, in its discretion, that an Award granted to any Participant is subject to this Section 12, to the extent the Committee deems appropriate.

~~(b)Performance Goals~~. Awards under the Plan may be made subject to the achievement of Performance Criteria, which shall be performance goals established by the Committee relating to one or more business criteria pursuant to Section 162(m) of the Code. Performance Criteria may be applied to the Company, an Affiliate, a Parent, a Subsidiary, division, business unit, corporate group or individual or any combination thereof and may be measured in absolute levels or relative to another company or companies, a peer group, an index or indices or Company performance in a previous period. Performance may be measured over such period of time as determined by the Committee. Performance Criteria that may be used to establish performance goals are: free cash flow, adjusted free cash flow, base-business net sales, total segment profit, adjusted EBIT/EBITDA, adjusted diluted earnings per share, adjusted gross profit, adjusted operating profit, earnings or earnings per share before income tax (profit before taxes), net earnings or net earnings per share (profit after tax), compound annual growth in earnings per share, operating income, total shareholder return, compound shareholder return, market share, return on equity, average return on invested capital, pre-tax and pre-interest expense return on average invested capital, which may be expressed on a current value basis, or sales growth, marketing, operating or workplan goals. The Performance Criteria for each Participant and the amount payable if those Performance Criteria are met shall be established in writing for each specified period of performance by the Committee no later than 90 days after the commencement of the period of service to which the Performance Criteria relate and while the outcome of whether or not those Performance Criteria will be achieved is substantially uncertain. However, in no event will such Performance Criteria be established after 25% of the period of service to which the goals relate has elapsed. The Performance Criteria shall be objective. Such Performance Criteria and the amount payable for each performance period if the Performance Criteria are achieved shall be set forth in the applicable Agreement. Following the conclusion or acceleration of each Performance Period, the Committee shall determine the extent to which (i) Performance Criteria have been attained, (ii) any other terms and conditions with respect to an Award relating to such Performance Period have been satisfied, and (iii) payment is due with respect to a performance-based Award. No amounts shall be payable to any Participant for any Performance Period unless and until the Committee certifies that the Performance Criteria and any other material terms were in fact satisfied.

~~(c)Payment Subject to Negative Discretion. With respect to any Award that is subject to this Section 12, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award.~~

~~(d)Other Restrictions. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 12 as it may deem necessary or appropriate.~~

~~13.General Provisions.~~

~~(a)Effective Date of this Plan~~. This Plan shall become effective as of January 28, 2016, provided that the Plan has been approved by the shareholders of the Company within twelve (12) months after the date the Plan is adopted by the Board.

~~(b)Duration of this Plan; Date of Grant~~. This Plan shall remain in effect for a term of ten years following the date on which it is effective (i.e., until January 28, 2026) or until all Shares subject to the Plan shall have been purchased or acquired according to the Plan’s provisions, whichever occurs first, unless this Plan is sooner terminated pursuant to Section 13(e) hereof. No Awards shall be granted pursuant to the Plan after such Plan termination or expiration, but outstanding Awards may extend beyond that date. The date and time of approval by the Committee of the granting of an Award shall be considered the date and time at which such Award is made or granted, or such later effective date as determined by the Committee, notwithstanding the date of any Agreement with respect to such Award; provided, however, that the Committee may grant Awards other than Incentive Stock Options to Associates or to persons who are about to become Associates, to be effective and deemed to be granted on the occurrence of certain specified contingencies, provided that if the Award is granted to a non-Associate who is about to become an Associate, such specified contingencies shall include, without limitation, that such person becomes an Associate.

~~(c)Right to Terminate Employment~~. Nothing in this Plan or in any Agreement shall confer upon any Participant the right to continue in the employment of the Company or any Affiliate or affect any right which the Company or any Affiliate may have to terminate or modify the employment of the Participant with or without cause.

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~~(d)Tax Withholding~~. The Company shall withhold from any payment of cash or Stock to a Participant or other person under this Plan an amount sufficient to cover any required withholding taxes, including the Participant’s social security and Medicare taxes (FICA) and federal, state and local income tax with respect to income arising from payment of the Award. The Company shall have the right to require the payment of any such taxes before issuing any Stock pursuant to the Award. In lieu of all or any part of a cash payment from a person receiving Stock under this Plan, the Committee may, in the applicable Agreement or otherwise, permit a person to cover all or any part of the required withholdings, and to cover any additional withholdings up to the amount needed to cover the person’s full FICA and federal, state and local income tax with respect to income arising from payment of the Award, through a reduction of the numbers of Shares delivered to such person or a delivery or tender to the Company of Shares held by such person, in each case valued in the same manner as used in computing the withholding taxes under applicable laws. Notwithstanding the foregoing, no Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law.

~~(e)Amendment, Modification and Termination of this Plan~~. Except as provided in this Section 13(e), the Board may at any time amend, modify, terminate or suspend this Plan. Except as provided in this Section 13(e), the Committee may at any time alter or amend any or all Agreements under this Plan to the extent permitted by law and subject to the requirements of Section 2(b), in which event, as provided in Section 2(b), the term “Agreement” shall mean the Agreement as so amended. Amendments are subject to approval of the shareholders of the Company only as required by applicable law or regulation, or if the amendment increases the total number of shares available under this Plan, except as provided in Section 13(f). No termination, suspension or modification of this Plan may materially and adversely affect any right acquired by any Participant (or a Participant’s legal representative) or any Successor or permitted transferee under an Award granted before the date of termination, suspension or modification, unless otherwise provided in an Agreement or otherwise or required as a matter of law. It is conclusively presumed that any adjustment for changes in capitalization provided for in Sections 12(c) or 13(f) hereof does not adversely affect any right of a Participant or other person under an Award. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Associates with the maximum benefits provided or to be provided under the provisions of the Code relating to Incentive Stock Options or to the provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith.

~~(f)Adjustment Upon Certain Changes~~.

~~(i)Shares Available for Grants~~. In the event of any change in the number of Shares outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change or transaction, the maximum aggregate number of Shares with respect to which the Committee may grant Awards and the maximum aggregate number of Shares with respect to which the Committee may grant Awards to any individual Participant in any year shall be appropriately adjusted by the Committee.

~~(ii)Increase or Decrease in Issued Shares Without Consideration~~. Subject to any required action by the shareholders of the Company, in the event of any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares, the payment of a stock dividend (but only on the Shares), or any other increase or decrease in the number of such Shares effected without receipt or payment of consideration by the Company, the Committee shall appropriately adjust the number of shares of Stock subject to each outstanding Award and the exercise price per Share, or similar reference price, to the extent applicable, of each such Award.

~~(iii)Certain Mergers~~. Subject to any required action by the shareholders of the Company, in the event that the Company shall be the surviving corporation in any merger, consolidation or similar transaction as a result of which the holders of Shares receive consideration consisting exclusively of securities of such surviving corporation, the Committee shall have the power to adjust each Award outstanding on the date of such merger or consolidation so that it pertains and applies to the securities which a holder of the number of Shares subject to such Award would have received in such merger or consolidation.

~~(iv)Certain Other Transactions~~. In the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all of the Company’s assets (on a consolidated basis), (C) a merger, consolidation or similar transaction involving the Company in which the Company is not the surviving corporation or (D) a merger, consolidation or similar transaction involving the Company in which the Company is the surviving corporation but the holders of Shares receive securities of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to:

(1) cancel, effective immediately prior to the occurrence of such event, each Award (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Award was granted an amount in cash for each share of Stock subject to such Award equal to the value, as determined by the Committee in its reasonable discretion, of such Award, provided that with respect to any outstanding Stock Option or Stock Appreciation Right such value shall be equal to the excess of (I) the value, as determined by the Committee in its reasonable discretion, of the property (including

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cash) received by the holder of a Share as a result of such event over (II) the exercise price per Share of such Stock Option or Stock Appreciation Right, and provided, further, that the Committee shall not accelerate the vesting of an Award in a manner that is inconsistent with Section 6(g) hereof, unless the Committee determines that such acceleration is in the best interests of the Company; or

(2) provide for the exchange of each Award (whether or not then exercisable or vested) for an Award with respect to, as appropriate, some or all of the property which a holder of the number of Shares subject to such Award would have received in such transaction and, incident thereto, make an equitable adjustment as determined by the Committee in its reasonable discretion in the exercise price of the Award, or the number of shares or amount of property subject to the Award or, if appropriate, provide for a cash payment to the Participant to whom such Award was granted in partial consideration for the exchange of the Award.

~~(v)Other Changes~~. In the event of any change in the capitalization of the Company or corporate change other than those specifically referred to in subsections (ii), (iii) or (iv), the Committee shall make equitable adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in such other terms of such Awards.

~~(vi)Performance Awards~~. In the event of any transaction or event described in this Section 13(f), including without limitation any corporate change referred to in subsection (v) hereof, and in the event of any changes in accounting treatment, practices, standards or principles, the Committee shall have the power to make equitable adjustments in any Performance Criteria and in other terms and the performance goals of any Award made pursuant to Sections 9 or 12 hereof, provided that such adjustment is consistent with the requirements of Section 162(m) of the Code and the regulations thereunder to the extent applicable.

~~(vii)No Other Rights~~. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares or amount of other property subject to, or the terms related to, any Award.

~~(g)Other Benefit and Compensation Programs~~. Payments and other benefits received by a participant under an Award shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or an Affiliate, unless expressly so provided by such other plan, contract or arrangement or the Committee determines that an Award or portion of an Award should be included to reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive cash compensation.

~~(h)Beneficiary Upon Participant’s Death~~. To the extent that the transfer of a participant’s Award at death is permitted by this Plan or under an Agreement, (i) a Participant’s Award shall be transferable to the beneficiary, if any, designated on forms prescribed by and filed with the Committee and (ii) upon the death of the Participant, such beneficiary shall succeed to the rights of the Participant to the extent permitted by law and this Plan. If no such designation of a beneficiary has been made, or if the Committee shall be in doubt as to the rights of any beneficiary, as determined in the Committee’s discretion, the Participant’s legal representative shall succeed to the Awards, which shall be transferable by will or pursuant to laws of descent and distribution to the extent permitted by this Plan or under an Agreement, and the Company and the Committee and Board and members thereof, shall not be under any further liability to anyone.

~~(i)Unfunded Plan~~. This Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under this Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under this Plan nor shall anything contained in this Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant or Successor. To the extent any person acquires a right to receive an Award under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.

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~~(j)Limits of Liability~~.

~~(i)Any liability of the Company to any Participant with respect to an Award shall be based solely upon contractual obligations created by this Plan and the Agreement.~~

~~(ii)~~Except as may be required by law, neither the Company nor any member or former member of the Board or the Committee, nor any other person participating (including participation pursuant to a delegation of authority under Section 3 hereof) in any determination of any question under this Plan, or in the interpretation, administration or application of this Plan, shall have any liability to any party for any action taken, or not taken, in good faith under this Plan.

~~(iii)~~To the full extent permitted by law, each member and former member of the Committee and each person to whom the Committee delegates or has delegated authority under this Plan shall be entitled to indemnification by the Company against any loss, liability, judgment, damage, cost and reasonable expense incurred by such member, former member or other person by reason of any action taken, failure to act or determination made in good faith under or with respect to this Plan.

~~(k)Compliance with Applicable Legal Requirements~~. The Company shall not be required to issue or deliver a certificate for Shares distributable pursuant to this Plan unless the issuance of such certificate complies with all applicable legal requirements including, without limitation, compliance with the provisions of applicable state securities laws, the Securities Act of 1933, as amended and in effect from time to time or any successor statute, the Exchange Act and the requirements of the exchanges, if any, on which the Company’s Shares may, at the time, be listed.

~~(l)Deferrals and Settlements~~. The Committee may require or permit Participants to elect to defer the issuance of Shares or the settlement of Awards in cash under such rules and procedures as it may establish under this Plan. It may also provide that deferred settlements include the payment or crediting of interest on the deferral amounts.

~~(m)Forfeiture~~. The Committee may specify in an Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants that are contained in the Agreement or otherwise applicable to the Participant, a termination of the Participant’s employment for Cause or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.

~~(n)Clawback and Noncompete~~. Notwithstanding any other provisions of this Plan, any Award which is subject to recovery under any law, government regulation, stock exchange listing requirement, or Company policy, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement, or any policy adopted by the Company whether pursuant to any such law, government regulation or stock exchange listing requirement or otherwise. In addition and notwithstanding any other provisions of this Plan, any Award shall be subject to such noncompete provisions under the terms of the Agreement or any other agreement or policy adopted by the Company, including, without limitation, any such terms providing for immediate termination and forfeiture of an Award if and when a Participant becomes an employee, agent or principal of a competitor without the express written consent of the Company.

~~(o)Sub-plans~~. The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.

~~(p)Plan Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction of the provisions hereof.~~

~~(q)Non-Uniform Treatment~~. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make non-uniform and selective determinations, amendments and adjustments and to enter into non-uniform and selective Agreements.

~~14.Substitute Awards.~~ Awards may be granted under this Plan from time to time in substitution for Awards held by employees or other service providers of other corporations who are about to become Associates, or whose employer (or entity with respect to which such individual provides services) is about to become a Subsidiary of the Company, as the result of a merger or consolidation of the Company or a Subsidiary of the Company with another corporation, the acquisition by the Company or a Subsidiary of the Company of all or substantially all the assets of another corporation or the acquisition by the Company or a Subsidiary of the Company of at least 50% of the issued and outstanding stock of another corporation. The terms and conditions of the substitute

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Awards so granted may vary from the terms and conditions set forth in this Plan to such extent as the Board at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the Awards in substitution for which they are granted, but with respect to Awards which are Incentive Stock Options, no such variation shall be permitted which affects the status of any such substitute option as an Incentive Stock Option.

~~15.Governing Law.~~ To the extent that federal laws do not otherwise control, this Plan and all determinations made and actions taken pursuant to this Plan shall be governed by the laws of Missouri, without giving effect to principles of conflicts of laws, and construed accordingly.

~~16.Severability.~~ In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

~~17.Deferred Compensation.~~ The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Each installment in any series of payments under any Award shall be considered a “separate payment” for all purposes of Section 409A of the Code. Any payments that are due within the short-term deferral period as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable laws require otherwise. References to termination or cessation of employment, separation from service, or similar or correlative terms shall be construed to require a “separation from service” (as that term is defined in Section 1.409A-1(h) of the Code), to the extent necessary to comply with Section 409A of the Code. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid adverse tax consequences under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six-month period immediately following the Participant’s termination of employment shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any tax or penalty under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant or otherwise for such tax or penalty. If any Award would be considered deferred compensation as defined under Code Section 409A and would fail to meet the requirements of Code Section 409A, then such Award shall be null and void.

~~18.Prior Plan.~~ Notwithstanding the adoption of this Plan by the Board and approval of this Plan by the Company’s shareholders as provided hereunder, the Post Holdings, Inc. 2012 Long-Term Incentive Plan, as amended and restated, shall remain in effect, but grants of awards thereunder shall not be made after the effective date of this Plan. All grants and awards previously made under the Post Holdings, Inc. 2012 Long-Term Incentive Plan shall be governed by the terms of such plan.

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		Admission Ticket
IMPORTANT ANNUAL MEETING INFORMATION

		Electronic Voting Instructions
		Available 24 hours a day, 7 days a week!
		Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
		VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
		Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on January ~~28, 2016.~~25, 2018.
			Vote by Internet • Go to www.envisionreports.com/POST • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website
		Vote by telephone
		• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.	x
Annual Meeting Proxy Card
6IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE6

A. Proposals — The Board of Directors recommends a vote FOR the nominees listed in Item No. 1 and FOR Item Nos. 2, 3 and 4.



1. Election of Directors:	For	Withhold		For	Withhold		For	Withhold
01 – ~~Gregory L. Curl~~Jay W. Brown	¨	¨	02 – ~~David P. Skarie~~Edwin H. Callison	¨	¨	03 – William P. Stiritz	¨	¨



	For	Against	Abstain		For	Against	Abstain
2. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 30, ~~2016.~~2018.	¨	¨	¨	3. Advisory ~~vote on~~approval of the Company’s executive compensation.	¨	¨	¨

4. ~~Approval~~Vote to amend and restate the Company’s Amended and Restated Articles of ~~Post Holdings, Inc. 2016 Long-Term Incentive Plan~~Incorporation to remove the Board’s exclusive power to amend the Company’s Bylaws.	¨	¨	¨

B. Non-Voting Items



Change of Address — Please print your new address below.	Comments — Please print your comments below.	Meeting Attendance
		Mark the box to the right if you plan to attend the Annual Meeting.	¨

C. Authorized Signatures — This section must be completed for your vote to be counted — Date and Sign Below

Please sign exactly as name appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please provide your FULL title as such.



Date (mm/dd/yyyy) — Please print date ~~below~~below.	Signature 1 — Please keep signature within the ~~box~~box.	Signature 2 — Please keep signature within the box.
/ /

~~Table of Contents~~

IMPORTANT

PLEASE VOTE YOUR PROXY CARD TODAY!

YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF ADDITIONAL MAILINGS.

IF YOU REQUIRE SPECIAL ARRANGEMENTS TO PARTICIPATE AT THIS MEETING,

PLEASE CONTACT THE COMPANY’S SHAREHOLDER SERVICES DEPARTMENT AT (314) 644-7626 PRIOR TO THE MEETING.

FOR PRE-REGISTRATION, PLEASE SIGN BELOW.

PRESENT THIS CARD AT THE ENTRANCE TO THE MEETING ROOM.

POST HOLDINGS, INC.

~~2016~~2018 ANNUAL MEETING OF SHAREHOLDERS

~~DRURY INN & SUITES BRENTWOOD~~THE RITZ-CARLTON, ST. LOUIS

~~8700 EAGER ROAD~~100 CARONDELET PLAZA

ST. LOUIS, MISSOURI ~~63144~~63105

Thursday, January ~~28, 2016~~25, 2018 at 9:00 a.m.

SIGNATURE

Upon arrival, please present this admission ticket and photo identification at the registration desk.

6IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6

PROXY/VOTING INSTRUCTION CARD — POST HOLDINGS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF POST HOLDINGS, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY ~~28, 2016~~25, 2018

~~DRURY INN & SUITES BRENTWOOD, 8700 EAGER ROAD,~~THE RITZ-CARLTON, ST. LOUIS, 100 CARONDELET PLAZA, ST. LOUIS, MISSOURI ~~63144~~63105

The undersigned appoints Jeff A. Zadoks and Diedre J. Gray, and each of them, lawful attorneys and proxies of the undersigned, with power of substitution, to represent the undersigned at the Annual Meeting of Shareholders of Post Holdings, Inc., to be held on Thursday, January ~~28, 2016~~25, 2018 at 9:00 a.m., local time, and at any adjournment or postponement thereof, and to vote in accordance with the instructions on the reverse side, shares of Common Stock of the Company which the undersigned is entitled to vote.

Trustee’s Authorization. The undersigned also authorizes Vanguard Fiduciary Trust Company to vote any shares of Common Stock of the Company credited to the undersigned’s account under the Post Holdings, Inc. Savings Investment Plan at the Annual Meeting of Shareholders in accordance with the instructions on the reverse side.

THE PROXIES ARE DIRECTED TO VOTE AS SPECIFIED ON THE REVERSE SIDE AND IN THEIR DISCRETION ON ALL OTHER MATTERS COMING BEFORE THE MEETING. IF NO DIRECTION IS MADE, THE PROXIES WILL VOTE “FOR” ALL NOMINEES LISTED ON THE REVERSE SIDE AND “FOR” ITEM NOS. 2, 3 ~~and~~AND 4.

If you vote by telephone or the Internet, please DO NOT mail back this proxy card.

IMPORTANT-PLEASE SIGN AND DATE ON THE REVERSE SIDE.

RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE;

NO POSTAGE NECESSARY.

(Continued and to be dated and signed on reverse side.)

~~Table of Contents~~




IMPORTANT ANNUAL MEETING INFORMATION









Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.	x
Annual Meeting Proxy Card
6~~PLEASE~~ FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ~~ENVELOPE.~~ENVELOPE6

A. Proposals — The Board of Directors recommends a vote FOR the nominees listed in Item No. 1 and FOR Item Nos. 2, 3 and 4.



1. Election of Directors:	For	Withhold		For	Withhold		For	Withhold
01 – ~~Gregory L. Curl~~Jay W. Brown	o¨	o¨	02 – ~~David~~Edwin H. Callison	¨	¨	03 – William P. ~~Skarie~~Stiritz	o¨	o	¨



	For	Against	Abstain		For	Against	Abstain
2. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 30, ~~2016.~~2018.	¨	¨	¨	3. Advisory ~~vote on~~approval of the Company’s executive compensation.	¨	¨	¨

4. ~~Approval~~Vote to amend and restate the Company’s Amended and Restated Articles of ~~Post Holdings, Inc. 2016 Long-Term Incentive Plan~~Incorporation to remove the Board’s exclusive power to amend the Company’s Bylaws.	¨	¨	¨

B. Authorized Signatures — This section must be completed for your vote to be counted — Date and Sign Below

Please sign exactly as name appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please provide your FULL title as such.



Date (mm/dd/yyyy) — Please print date ~~below~~below.	Signature 1 — Please keep signature within the ~~box~~box.	Signature 2 — Please keep signature within the box.
/ /

~~Table of Contents~~

6PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE6

PROXY/VOTING INSTRUCTION CARD — POST HOLDINGS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF POST HOLDINGS, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY ~~28, 2016~~25, 2018

~~DRURY INN & SUITES BRENTWOOD, 8700 EAGER ROAD,~~THE RITZ-CARLTON, ST. LOUIS, 100 CARONDELET PLAZA, ST. LOUIS, MISSOURI ~~63144~~63105

IMPORTANT-PLEASE SIGN AND DATE ON THE REVERSE SIDE.

RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE;

NO POSTAGE NECESSARY.

(Continued and to be dated and signed on reverse side.)



¨	Preliminary Proxy Statement
¨	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12



	Page
PROXY STATEMENT SUMMARY	1
PROXY AND VOTING INFORMATION	23
CORPORATE GOVERNANCE	56
Overview	56
Director Independence and Role of the Independent Lead Director	56
Code of Ethics	56
Conflicts of Interest	56
Structure of the Board of Directors	57
Board Meetings and Committees	67
Nomination Process for Election of Directors	78
Role of the Board in Risk Oversight	78
Board Leadership Structure	79
Director Evaluations	89
Policy on Director Diversity	89
Communication with the Board	810
ELECTION OF DIRECTORS (Proxy Item No. 1)	911
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proxy Item No. 2)	1214
AUDIT COMMITTEE REPORT	1315
COMPENSATION OF OFFICERS AND DIRECTORS	1416
Compensation Discussion and Analysis	1416
Summary Compensation Table	30
Supplemental Summary Compensation Table	32
Grants of Plan-Based Awards for the Fiscal Year Ended September 30, ~~2015~~2017	34
Outstanding Equity Awards at September 30, ~~2015~~2017	35
Option and Stock Appreciation Rights Exercises and Stock Vested for the Fiscal Year Ended September 30, ~~2015~~2017	36
Equity Compensation Plan Information	3736
Non-Qualified Deferred Compensation	3736
Potential Payments Upon Termination of Employment or ~~Change-in-Control~~Change in Control	3837
Employment Agreements	3942
Director Compensation for the Fiscal Year Ended September 30, ~~2015~~2017	4043
CORPORATE GOVERNANCE AND COMPENSATION COMMITTEE REPORT	4144
ADVISORY ~~VOTE ON~~APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION (Proxy Item No. 3)	4245
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	42
~~APPROVAL OF POST HOLDINGS, INC. 2016 LONG-TERM INCENTIVE PLAN (Proxy Item No. 4)~~	4345
SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS	5346
Security Ownership of Certain Beneficial Owners	5346
Security Ownership of Management	5447
Section 16(a) Beneficial Ownership Reporting Compliance	5447
AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION TO REMOVE THE BOARD’S EXCLUSIVE POWER TO AMEND BYLAWS (Proxy Item No. 4)	48
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	5549
OTHER MATTERS	5549
Proxy Solicitation	5549
Shareholder Nominations and Proposals for the ~~2017~~2019 Annual Meeting	5549
Form 10-K and Other Filings	5650
Internet Availability of Proxy Materials	5650
Householding	5650
ANNEX A - AMENDED AND RESTATED ARTICLES OF INCORPORATION OF POST HOLDINGS, INC. ~~2016 LONG-TERM INCENTIVE PLAN~~	A-1



Time and Date:		9:00 a.m. ~~central time~~Central Time on Thursday, January ~~28, 2016~~25, 2018

Place:		~~Drury Inn & Suites Brentwood~~The Ritz-Carlton, St. Louis ~~8700 Eager Road~~100 Carondelet Plaza St. Louis, ~~MO 63144~~Missouri 63105

Record Date:		~~December 1, 2015~~November 28, 2017

Voting:		Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the ~~Annual Meeting.~~annual meeting.



Item		Board Recommendation	Page Reference

Item 1	Election of ~~Two~~Three Directors	For all nominees	9 11

Item 2	Ratification of the ~~Selection~~Appointment of PricewaterhouseCoopers LLP as our Independent ~~Auditors~~Registered Public Accounting Firm for ~~2016~~the fiscal year ending September 30, 2018	For	12 14

Item 3	Advisory ~~Vote on~~Approval of the Company’s Executive Compensation	For	42 45

Item 4	~~Approval~~Vote to Amend and Restate the Company’s Amended and Restated Articles of Incorporation to Remove the ~~Post Holdings, Inc. 2016 Long-Term Incentive Plan~~Provision Giving the Company’s Board of Directors the Exclusive Power to Amend the Company’s Amended and Restated Bylaws	For	43 48

Transact any other business that properly comes before the meeting.



~~2016 LTIP Provision~~	~~Description of Best Practice~~
● ~~No Liberal Share Recycling~~	● Shares will not be recycled for issuance as awards under the 2016 LTIP in the following circumstances: shares delivered as a result of the net settlement of an outstanding SAR or stock option; shares used to pay the exercise price or withholding taxes related to an outstanding award; or shares repurchased on the open market with the proceeds of a stock option exercise price
● ~~No Repricing without Shareholder Approval~~	● ~~The Company cannot reduce the exercise price of stock options and SARs without the approval of its shareholders~~
● ~~Double Trigger Acceleration~~	● The 2016 LTIP provides for “double trigger” accelerated vesting, meaning awards will be accelerated only as the result of: a change in control where the participant’s employment is involuntarily terminated or the participant terminates for “good reason” within 12 months following a change in control, or upon a Compensation Committee determination that such acceleration is in the best interests of the Company
● ~~Minimum Vesting Schedules~~	● Time-based vesting awards will vest no earlier than annual pro rata vesting over a three-year period and performance-based awards must be measured over a period of at least one year (except with respect to a maximum of 5% of the shares under the plan)
● ~~Limits on individual director awards per year~~	● ~~15,000 shares in options and SARs~~ ● ~~15,000 shares in other equity-based awards~~
● ~~Definition of Change in Control~~	● ~~Entire definition included within the “four corners” of the 2016 LTIP and does not permit addition to or revision of the definition in any award agreement~~
● ~~Clawback Provision~~	● ~~Includes language subjecting awards to recovery pursuant to any law, government regulation, stock exchange listing requirement including the SEC clawback rules or Company policy~~



¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and ~~0-11.~~0-11
	(1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid:



¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1) Amount ~~previously paid:~~Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing ~~party:~~Party: (4) Date ~~filed:~~Filed:



	Sincerely,
~~Sincerely,~~		/s/ Robert V. Vitale

~~William P. Stiritz~~		Robert V. Vitale
~~Executive Chairman~~		President and Chief Executive Officer


2.	the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting ~~firm;~~firm for the fiscal year ending September 30, 2018;


3.	an advisory ~~vote on~~approval of the Company’s executive compensation;


4.	a vote to amend and restate our Amended and Restated Articles of Incorporation to remove the ~~approval~~provision giving our Board of Directors the ~~Post Holdings, Inc. 2016 Long-Term Incentive Plan;~~exclusive power to amend our Amended and Restated Bylaws; and


5.	any other business properly introduced at the annual meeting.



(1)	AC - Audit Committee; CGCC - Corporate Governance & Compensation Committee; EC - Executive Committee; SFOC - Strategy & Financial Oversight Committee


1.	the election of the ~~two~~three nominees for director named in this proxy statement;


4.	a vote to amend and restate the ~~approval~~Company’s Amended and Restated Articles of Incorporation to remove the ~~Post Holdings, Inc. 2016 Long-Term Incentive Plan;~~provision giving the Company’s Board of Directors the exclusive power to amend the Company’s Amended and Restated Bylaws; and



ý	No fee required.


⁽²⁾	The number of shares of unvested restricted stock units held by each director, other than Mr. Stiritz, as of September 30, 2017 was 4,200 shares. Mr. Stiritz held no unvested restricted stock units.


⁽³⁾ (4)	~~This~~At September 30, 2017, Mr. Stiritz held 2,316,666 vested stock options and 333,334 unvested stock options to purchase shares of our common stock.


(5)	For all non-management directors except Mr. Stiritz, this amount represents the 33¹/ 1/3% match on deferrals into common stock equivalents under the ~~deferred compensation plan.~~Deferred Compensation Plan for Non-Management Directors.



Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	% of Shares Outstanding (7)
FMR LLC ⁽¹⁾ 245 Summer Street, Boston, MA 02210	5,150,035	8.3	%
BlackRock, Inc. ⁽²⁾ 400 Howard Street, San Francisco, CA 94105	4,536,438	7.3	%
Wellington Management Company ⁽³⁾ 280 Congress Street, Boston, MA 02210	4,325,758	7.0	%
Vanguard Group Inc. ⁽⁴⁾ PO Box 2600, Valley Forge, PA 19482	4,150,777	6.7	%
Paulson & Company ⁽⁵⁾ 1251 Avenue of the Americas, New York, NY 10020	3,706,000	6.0	%
Dimensional Fund Advisors LP ⁽⁶⁾ 6300 Bee Cave Road, Building One, Austin, TX 78746	3,225,168	5.2	%


⁽¹⁾	As reported on Schedule 13F filed with the SEC on November ~~10, 2015~~13, 2017 with a report date of September 30, ~~2015.~~2017.


⁽⁷⁾	~~Based on 62,080,447~~The number of shares outstanding for purposes of this calculation was the number of shares outstanding as of November ~~16, 2015.~~13, 2017 (66,120,127 shares), plus the number of shares which could be acquired upon the exercise of vested options, or options that vest within 60 days of that date, by all directors, director nominees and executive officers (3,147,830).


Name	Number of Shares Beneficially Owned		Exercisable Options			Total	% of Shares Outstanding⁽⁹⁾		Other Stock-Based Items ⁽¹⁰⁾	Total Stock-Based Ownership	Number of Shares Beneficially Owned		Exercisable Options		Total		% of Shares Outstanding ⁽¹⁾		Other Stock-Based Items ⁽²⁾	Total Stock-Based Ownership
William P. Stiritz ⁽¹⁾	369,662	⁽²⁾	—			369,662	0.6		—	369,662	1,831,804	⁽³⁾	2,316,666		4,148,470		6.0	%	—	4,148,470
Robert V. Vitale	32,425	⁽³⁾	208,332		⁽⁴⁾	240,757	0.4		—	240,757	76,467	⁽⁴⁾	675,666	⁽⁵⁾	752,133		1.1	%	—	752,133
Jay W. Brown	—		⁽⁸	⁾		—	*		11,760	11,760	—		—	⁽⁶⁾	—		*		15,163	15,163
Edwin H. Callison	1,700	⁽⁵⁾	⁽⁸	⁾		1,700	*		8,378	10,078	2,000	⁽⁷⁾	—	⁽⁶⁾	2,000		*		11,356	13,356
Gregory L. Curl	—		⁽⁸	⁾		—	*		—	—	—		—	⁽⁶⁾	—		*		—	—
Robert E. Grote	1,000	⁽⁶⁾	⁽⁸	⁾		1,000	*		9,777	10,777	1,000	⁽⁸⁾	—	⁽⁶⁾	1,000		*		12,994	13,994
Ellen F. Harshman											—		—		—		*		107	107
David W. Kemper	—		⁽⁸	⁾		—	*		240	240	—		—	⁽⁶⁾	—		*		2,906	2,906
David P. Skarie	27,880	⁽⁷⁾	⁽⁸	⁾		27,880	*		9,976	37,856	27,880	⁽⁹⁾	—	⁽⁶⁾	27,880		*		12,966	40,846
Jeff A. Zadoks	—		—			—	*		—	—	8,832	⁽¹⁰⁾	21,333		30,165		*		—	30,165
James E. Dwyer, Jr.	3,452		33,333			36,785	*		—	36,785	12,284		77,166		89,450	⁽¹¹⁾	*		—	89,450
Richard R. Koulouris	20,000		—			20,000	*		—	20,000
Diedre J. Gray	—		—			—	*		—	—	8,832	⁽¹²⁾	17,000		25,832		*		—	25,832
All directors and executive officers as a group (12 people)	456,119		241,665			697,784	1.1	%	40,131	737,915
Christopher J. Neugent											30,999		39,999		70,998		*		—	70,998
All directors and executive officers as a group (13 people)											2,000,098		3,147,830		5,147,928		7.4	%	55,492	5,203,420


⁽²⁾	~~Includes 166 shares of common stock held by Mr. Stiritz’s wife.~~


⁽³⁾	~~Includes 22,648 shares held in trusts for the benefit of Mr. Vitale.~~


⁽⁴⁾	~~Includes 166,666 exercisable stock options held in a trust for the benefit of Mr. Vitale.~~


⁽⁵⁾	Includes 100 shares of common stock held by Mr. Callison’s wife. Mr. Callison also has shared voting and investment power with respect to 600 shares held in his daughter’s and grandchildren’s trusts.


⁽⁶⁾	~~Mr. Grote has shared voting and investment power with respect to 1,000 shares held in his children’s trust.~~


⁽⁷⁾	~~Mr. Skarie has shared voting and investment power with his wife with respect to 6,487 shares held in his children’s trust.~~


⁽⁸⁾	While our non-employee directors are granted stock appreciation rights on an annual basis, these stock appreciation rights become exercisable three years from the date of grant or upon that non-employee director’s resignation, retirement, disability or death.


⁽⁹⁾	~~Based on 62,080,447 shares outstanding as of November 16, 2015.~~


⁽³⁾	Includes 169,369 shares of common stock held in a trust for the benefit of Mr. Stiritz. Mr. Stiritz also has shared voting and investment power with respect to 250,073 shares of common stock held by his wife.


⁽⁴⁾	Includes 26,526 shares held in trusts for the benefit of Mr. Vitale.


⁽⁵⁾	Includes 380,000 exercisable stock options held in a trust for the benefit of Mr. Vitale, 13,332 exercisable stock options held in a trust for the benefit of Mr. Vitale’s wife and 26,666 exercisable stock options held in trusts for the benefit of Mr. Vitale’s children.


⁽⁶⁾	Although our non-employee directors (other than our Chairman of the Board) were granted stock appreciation rights on an annual basis, these stock appreciation rights become exercisable the later of three years from the date of grant or upon that non-employee director’s resignation, retirement, disability or death.


⁽⁸⁾	Mr. Grote has shared voting and investment power with respect to 1,000 shares held in his children’s trust.