Amendment to Severance Agreement between American Italian Pasta Company and Walter N. George

  Exhibit 10.1 AMENDMENT TO SEVERANCE AGREEMENT WALTER N. GEORGE This agreement is entered into by and between American Italian Pasta Company, a Delaware corporation, (the "Employer") and Walter N. George ("Employee"). WHEREAS, the parties entered into an Severance Agreement effective October 1, 2005 (the "Severance Agreement"); and WHEREAS, the parties now desire to amend the Severance Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance issued thereunder ("409A"). NOW, THEREFORE, the Severance Agreement is amended as follows: A. Section 4.1.1(b) is amended to read as follows: (b) Subject to the provisions of Sections 4.1.2 and 4.1.3 hereof, if Employee's employment is terminated by Employer without Cause, as defined in Section 4.3, or if Employee resigns from Employee's employment for Good Reason, as defined in Section 4.4, then the following provisions (i) and (ii) shall apply. (i) During the Severance Period and for a period of six (6) months thereafter, Employee shall also be eligible to participate on the same terms and conditions as in effect immediately prior to such termination or resignation in all life insurance plans or programs provided to Employee by Employer ("Employee Welfare Plans") at the time of such termination or resignation and which continue to be provided by Employer to its employees following the date of such termination or resignation; provided, however, that Employee's eligibility to participate in these Employee Welfare Plans shall end at such time as Employee becomes eligible to receive coverage under comparable programs of a subsequent employer. If, during the Severance Period, Employee is precluded from participating in any Employee Welfare Plan by its terms or applicable law, then Employer will provide Employee with benefits that are reasonably equivalent to those Employee would have received under such plan had Employee been eligible to participate therein. Anything to the contrary herein notwithstanding, Employer shall have no obligation to continue to maintain any Employee Welfare Plan during the Severance Period solely as a result of this Agreement. As an example and solely for purposes of illustration: If Employer were to cease providing dental insurance to its senior executives prior to or during the Severance Period, then Employer would have no obligation to maintain such plan or provide to Employee individual dental insurance to satisfy its obligations under this Section 4.1.1. (ii) The Employer shall provide to Employee the benefits set forth in sub-paragraphs 3 and 4 of the first paragraph of the Employer's Severance Plan for Senior Vice Presidents and Above (which benefits are the "Health Plan Severance Benefit" and which Plan is the "SVP Plan"); provided that the "Severance Period" for purposes of the Health Plan Severance Benefit shall be the Severance Period defined in this Agreement; and provided further that the provision in the SVP Plan that terminates such coverage upon Employee being hired by another employer shall be disregarded and the Health Plan Severance Benefit shall end before the end of the Severance Period if it would end under the immediately preceding clause (i) if the Health Plan Severance Benefit were an Employee Welfare Plan. B. A new Section 4.6 is added to read as follows: 4.6 6-month Delay. Notwithstanding anything contained in this Agreement to the contrary, if the Employee is a "specified employee" (determined in accordance with Code Section 409A and 1 

 Treasury Regulation Section 1.409A-3(i)(2)) as of the date of the Employee's termination of employment (other than due to the Employee's death), then any payment, benefit or entitlement provided for in this Agreement that constitutes "deferred compensation" within the meaning of Section 409A and that is payable during the first six months following the date of the Employee's termination of employment shall be paid or provided to the Employee in a lump sum cash payment to be made on the earlier of (a) the Employee's death or (b) the first business day (or within 30 days after such first business day) of the seventh calendar month immediately following the month in which the date the Employee's termination of employment occurs. C. Section 4.4 is amended by deleting therefrom the phrase, ", which failure or refusal to comply is uncorrected for a period of 15 days following receipt by Employer of written notice thereof from Employee" and by inserting the following at the end thereof: Employee shall be required to provide notice to the Employer of the existence of either condition (ii) or (iii) within 90 days of the initial existence of the condition, upon the notice of which the Employer shall have a period of 30 days during which it may remedy the condition. D. A new Section 8 is added to read as follows: 8. Compliance with Section 409A of the Internal Revenue Code. Notwithstanding any provision in the Severance Agreement to the contrary, the Severance Agreement and this Amendment shall be interpreted, construed, operated and conformed in accordance with 409A. For purposes of determining whether any payment results in a "deferral of compensation" within the meaning of 409A, the exemptions available under 409A shall be maximized, and each installment payment to be made under the Agreement shall be treated as a separate payment for purposes of 409A. It is intended by the Employer that all compensation and benefits payable or provided to Employee under this Agreement or otherwise shall either be exempt from or fully comply with the provisions of 409A so as not to subject Employee to the additional tax, interest or penalties which may be imposed under 409A. The parties acknowledge that 409A is ambiguous in certain respects. The Employer agrees that it will attempt in good faith not to take any action, and will attempt in good faith to refrain from taking any action, that would result in the imposition of tax, interest and/or penalties upon Employee under 409A. To the extent the Employer has acted or refrained from acting in good faith as required by this Section, neither it nor its employees, officers, directors, contractors or agents will be responsible for any consequences of failure to comply with 409A, and Employee shall not be entitled to any damages related to any such failure even though the Employment Agreement and this Amendment require certain actions to be taken in conformance with 409A. "Separation from service," "termination of employment" and similar phrases shall mean Employee's separation from service with the Employer (within the meaning of 409A) for any reason. Generally, a permanent decrease to no more than 20% of the average level of bona fide services performed during the immediately preceding 36-month period is considered a separation from service for purposes of 409A. For this purpose, Employee's employment relationship shall be treated as continuing intact while Employee is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as Employee retains the right to reemployment under applicable statue or by contract. For purposes of determining whether a separation from service has occurred, the "Employer" shall be determined by applying Internal Revenue Code Sections 414(b) and (c), and substituting 50% for the 80% ownership level. 2 

 IN WITNESS WHEREOF, the undersigned have executed this agreement this 30th day of December, 2008. AMERICAN ITALIAN PASTA COMPANY By: /s/ Robert W. Schuller --------------------------------------- Title: EVP & General Counsel ------------------------------------ WALTER N. GEORGE /s/ Walter N. George ------------------------------------------ 3