8-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 OR 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)         March 3, 2006
                                                --------------------------------

                         AMERICAN ITALIAN PASTA COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                  001-13403                 84-1032638
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission               (IRS Employer
     of incorporation)             File Number)           Identification No.)

         4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code    (816) 584-5000
                                                       -------------------------
                                 Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

     On March 3, 2006,  the  Compensation  Committee of American  Italian  Pasta
Company (the  "Company")  authorized  the grant as of March 6, 2006,  of 237,932
shares  of  restricted  stock  to  18  employees  of  the  Company,   and  stock
appreciation rights representing  894,144 shares of common stock to 53 employees
of the Company. Mr. George Shadid,  Executive Vice President and Chief Financial
Officer,  received  a grant of  38,619  shares of  restricted  stock and a stock
appreciation  right with  respect to 51,986  shares of common  stock.  Mr.  Walt
George, Executive Vice President,  Operations and Supply Chain, received a grant
of 33,433 shares of restricted stock and a stock appreciation right with respect
to  45,006  shares  of  common  stock.   The  restricted  stock  and  the  stock
appreciation  rights  vest 50%  ratably  over four  years and 50% on the  fourth
anniversary  of the grant date. The stock  appreciation  rights have an exercise
price of $5.50 per share. The restricted stock and the stock appreciation rights
were granted pursuant to the Company's 2000 Equity Incentive Plan, as amended.

     In connection with these grants,  the Compensation  Committee  approved new
forms of award  agreements  for the  restricted  stock  and  stock  appreciation
rights.  The form of  Restricted  Stock  Agreement  is attached at Exhibit  10.1
hereto and incorporated by reference herein,  and the form of Stock Appreciation
Right Award  Agreement  is attached as Exhibit 10.2 hereto and  incorporated  by
reference herein.

Item 3.02  Unregistered Sales of Equity Securities.

     Because the Company is not current in its filings with the  Securities  and
Exchange  Commission,  its Form S-8  Registration  Statement with respect to the
2000  Equity  Incentive  Plan  may  not  be  considered   currently   effective.
Accordingly,  the grant of restricted  stock discussed in Item 1.01 may not have
been  pursuant to a currently  effective  Form S-8  Registration  Statement.  In
addition,  on February 16, 2006,  the Company issued 33,733 shares of restricted
stock to its outside  directors under the 2000 Equity  Incentive Plan as partial
payment for their annual retainer.  No consideration was paid for the restricted
stock by the employees or directors.  If it were to be determined that the grant
of  restricted  stock  constituted  a sale  under  the  Securities  Act of 1933,
registration  or an  applicable  exemption  would be required.  In the event the
grants of such  restricted  stock were to be deemed a sale under the  Securities
Act of 1933, the restricted stock was issued by the Company in reliance upon the
exemption from registration  provided by Section 4(2) of the  Securities  Act of
1933.

Item 9.01  Financial Statements and Exhibits.

     (d)  Exhibits.

     10.1 Form of Restricted Stock Agreement.

     10.2 Form of Stock Appreciation Right Award Agreement.

                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


     Date: March 8, 2006                AMERICAN ITALIAN PASTA COMPANY


                                            By:  /s/ George D. Shadid
                                               --------------------------
                                                     George D. Shadid
                                                 Chief Financial Officer

                                  EXHIBIT INDEX


Exhibit Number         Description

    10.1               Form of Restricted Stock Agreement.

    10.2               Form of Stock Appreciation Right Award Agreement.

EX-10

                         AMERICAN ITALIAN PASTA COMPANY
                           RESTRICTED STOCK AGREEMENT


     This Restricted Stock Agreement (the  "Agreement") is made this ____ day of
_________,  200_ to ___________________  (the "Grantee") and evidences the grant
by American Italian Pasta Company,  a Delaware  corporation (the "Company") of a
Restricted  Stock  Award (the  "Award")  to the  Grantee on the date hereof (the
"Date of Grant").  By  accepting  the Award,  the Grantee  agrees to be bound in
accordance with the provisions of the American Italian Pasta Company 2000 Equity
Incentive  Plan, as amended (the  "Plan").  Defined terms used herein shall have
the same meaning as used in the Plan.

     1. Shares Awarded and Restrictions on Shares. The Grantee is hereby awarded
the following number of shares (the "Restricted  Shares") of the Company's Class
A Convertible  Common Stock,  $.001 par value,  subject to forfeiture and to the
restriction  on the rights of sale and transfer  set forth in this  document and
further subject to the terms and conditions of the Plan, the provisions of which
are hereby incorporated in this document by reference:

                  Number of restricted shares: ________________

     2. Sale or Transfer Restrictions. Except as set forth in paragraph 6 below,
all Restricted Shares shall be held by the Grantee without the rights of sale or
transfer, and are subject to forfeiture as provided in paragraph 3, below, until
the dates shown on the schedule below, when such restrictions shall lapse:

            Restrictions Lapse as to
               Restricted Shares                      As of this date
            ------------------------                  ---------------





     3. Employment Requirement. Except as provided in Paragraph 6, below, in the
event of  Grantee's  Termination  of  Service  prior to any  date  specified  in
Paragraph 2, above, the Restricted Shares for which  restrictions shall not have
lapsed will be forfeited by the Grantee and become the property of the Company.

     4. Issuance of  Restricted  Shares.  Restricted  Shares will be issued in a
nominee account with the Grantee being named the beneficial  owner,  except that
the nominee shall be instructed to follow the sale and transfer requirements set
forth in the  Plan  and  this  Award.  When  the  prohibited  sale and  transfer
restrictions lapse under Paragraph 2, above, with respect to all or a portion of
the Restricted  Shares,  provided the Restricted  Shares have not been forfeited
under Paragraph 3, above, the Company shall prepare and deliver to the Grantee a
stock certificate for the Restricted Shares.

     5. Voting and Other Rights of Restricted  Shares.  Upon the issuance of the
Restricted  Shares, the Grantee shall have all of the rights of a stockholder of
the Company,

including the right to receive dividends and to vote the Restricted Shares until
such shares may have been  forfeited  to the Company as provided in Paragraph 3,
above.  Notwithstanding the foregoing, in the event of any stock dividend, stock
split,  division of shares or other corporate  structure change which results in
the issuance of additional shares with respect to Restricted Shares, such shares
shall be held by the Company and shall become  Restricted  Shares and subject to
all  restrictions and terms and conditions  applicable to the Restricted  Shares
with respect to which they were issued.

     6.  Acceleration of Release of Restrictions.  The forfeiture and prohibited
sale and transfer  restrictions on the Restricted  Shares under Paragraphs 2 and
3, above, shall immediately lapse on the earliest of the following:

          (a)  The Grantee's date of death;

          (b)  The Disability of the Grantee; or

          (c)  The normal or early  retirement of the Grantee under the terms of
     the  retirement  plan  maintained by the Company or any Subsidiary in which
     the Grantee participates,  or if no such plan is maintained,  the Grantee's
     reaching age 65.

     7. Authorized  Leave. For purposes  hereof,  an authorized leave of absence
(authorized  by the Company or a Subsidiary to the Grantee in writing) shall not
be deemed a Termination of Service hereunder.

     8. Taxes.  Upon  recognition  of income by the Grantee  with respect to the
Award hereunder,  the Company shall withhold taxes pursuant to Section 11 of the
Plan.  The Grantee will be solely  responsible  for any federal,  state or local
income taxes imposed in connection with the granting of the Restricted Shares or
the delivery of such shares  pursuant  thereto,  and the Grantee  authorizes the
Company or any Subsidiary to make any withholding for taxes which the Company or
any Subsidiary deems necessary or proper in connection therewith,  including but
not limited to the withholding of Restricted  Shares pursuant to Section 11.2 of
the Plan.  The Company may allow the Grantee to choose the method for payment of
withholding  for taxes,  either in cash or in Shares in accordance  with Section
11.2 of the  Plan,  or make  such  choice  in its  sole  discretion.  If any tax
withholding  obligation of the Company with respect to the Restricted  Shares is
satisfied by having Shares withheld, the value of such Shares will be limited to
an amount that does not exceed the  minimum  statutory  withholding  required by
federal  (including  FICA),  state  and  local tax  authorities,  including  the
Grantee's  share of  payroll  taxes  that are  applicable  to such  supplemental
taxable income.

     9. Changes in Circumstances. It is expressly understood and agreed that the
Grantee  assumes all risks  incident to any change  hereafter in the  applicable
laws or  regulations  or  incident  to any  change  in the  market  value of the
Restricted Shares after the date hereof.

     10. No  Conflict.  In the event of a  conflict  between  this Award and the
Plan, the provisions of the Plan shall govern.

     11. Governing Law. This Award shall be governed under the laws of the State
of Delaware.


                                       2

     12. Effect of a Change in Control.

          (a) A Change in Control (as defined in the Plan) shall not  accelerate
     the vesting of the Restricted Shares under paragraph 2.

     (b)  If "any  person," as such term is used in Sections  13(d) and 14(d) of
          the 1934 Act (other than the Company,  any trustee or other  fiduciary
          holding  securities  under an employee  benefit plan of the Company or
          any corporation owned, directly or indirectly,  by the stockholders of
          the Company in  substantially  the same proportions as their ownership
          of stock of the  Company),  is or becomes the  "beneficial  owner" (as
          defined  in  Rule  13(d)(3)  under  the  Exchange  Act),  directly  or
          indirectly,  of securities of the Company representing more than fifty
          percent (50%) of the  Company's  then  outstanding  securities or more
          than fifty percent (50%) of the combined voting power of the Company's
          then outstanding securities,  and if, within 12 months thereafter, (1)
          Continuing  Directors  cease to  constitute a majority of the Board of
          Directors and (2) there is a Termination  of Service,  then 50% of any
          unvested  portion  of the  Restricted  Shares  shall  vest  and not be
          subject  to  forfeiture  on such  termination  date and any  remaining
          unvested  portion  shall be  forfeited  as of such  termination  date;
          unless the Committee, in its sole discretion, determines to accelerate
          the vesting of all or part of the  remaining  50% unvested  portion of
          this Award.

     13.  Investment  Representation.  The Grantee  agrees  that the  Restricted
Shares are being acquired for his own account for investment only and not with a
view to, or for resale in connection  with, any  distribution or public offering
thereof  within  the  meaning of the  Securities  Act of 1933,  as amended  (the
"Securities  Act"),  or  other  applicable  securities  laws.  If the  Board  of
Directors or Committee so determines, any stock certificates issued with respect
to the Restricted  Shares shall bear a legend to the effect that the shares have
been so  acquired  and may only be  transferred  upon  registration  or under an
applicable  exemption.  The Company  may,  but in no event shall be required to,
bear any  expenses  of  complying  with the  Securities  Act,  other  applicable
securities laws or the rules and regulations of any national securities exchange
or  other   regulatory   authority   in   connection   with  the   registration,
qualification,  or transfer,  as the case may be, of the Restricted  Shares. The
foregoing  restrictions  on the  transfer  of the  Restricted  Shares  shall  be
inoperative  if (a) the Company  previously  shall have been  furnished  with an
opinion of counsel,  satisfactory  to it, to the effect that such  transfer will
not involve any violation of the Securities Act or other  applicable laws or (b)
the  Restricted  Shares shall have been duly  registered in compliance  with the
Securities Act and other applicable  securities  laws. If the Restricted  Shares
are  registered  under the  Securities  Act, the Grantee agrees that he will not
make a public  offering  of the said  shares  except  on a  national  securities
exchange on which the Shares of the Company are then listed.

     14.  Early  Termination.   Notwithstanding  the  foregoing   provisions  of
paragraph 2 or any other provision of this Agreement, the Committee, in its sole
discretion, may, only with respect to any unvested portion of Restricted Shares,
reduce  the  number of  Restricted  Shares or  forfeit  all  remaining  unvested
Restricted Shares in their entirety if the Grantee (a) takes other employment or
renders  services to others without the written  consent of the Company;  or (b)
conducts  himself  or  herself  in a  manner  that  the  Committee,  in its sole
discretion,  deems has adversely  affected or may adversely  affect the Company.
The Grantee will not be entitled to any remuneration or compensation  whatsoever
for the loss of all or a  portion  of the  Restricted  Shares


                                       3

if the number of Restricted  Shares is reduced,  or if the Restricted Shares are
forfeited entirely, pursuant to this paragraph.

                                        AMERICAN ITALIAN PASTA COMPANY



                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                 ACKNOWLEDGMENT

     The undersigned Grantee  acknowledges that he or she understands and agrees
to be bound by each of the terms and conditions of this Award.



- --------------------------------
Grantee



                                       4

EX-10

                         AMERICAN ITALIAN PASTA COMPANY
                           2000 EQUITY INCENTIVE PLAN
                    STOCK APPRECIATION RIGHT AWARD AGREEMENT


     This Stock Appreciation Right Award Agreement (the "Award Agreement"), made
this ___ day of ________,  200___ evidences the grant, by American Italian Pasta
Company,  (the "Company"),  of a Stock  Appreciation Right to (the "Grantee") on
the date hereof (the "Date of Grant"). By accepting the Award and executing this
Award Agreement,  the Grantee agrees to be bound by the provisions hereof and of
the American  Italian  Pasta  Company 2000 Equity  Incentive  Plan (the "Plan").
Capitalized  terms not defined herein shall have the same meaning as used in the
Plan.

     1.  Grant of SAR.  Subject  to the terms and  conditions  set forth in this
Award  Agreement and in the Plan,  the Company hereby grants to the Holder a SAR
that relates to the stock appreciation,  if any, for [_____________] Shares. The
stock  appreciation  for the SAR is the amount by which the Fair Market Value of
the  underlying  Shares on the date of exercise of this SAR exceeds the exercise
price of the SAR.  The  exercise  price of the SAR under this  Agreement  equals
[$__________]  per Share.  Upon  exercise of all or any portion of this SAR, the
Holder shall receive the stock  appreciation  with respect to the portion of the
SAR exercised,  payable to the Holder in Shares,  based on the Fair Market Value
of the Shares on the date of exercise.

     2. Exercise Period.

     (a) Subject to Paragraph 12, below, this SAR may be exercised, from time to
time, with respect to the following number of Shares:

          (i)  prior to the first anniversary of the Date of Grant, none of such
               Shares;

          (ii) from and after the first  anniversary of the Date of Grant,  ___%
               of such Shares;

          (iii) from and after the second anniversary of the Date of Grant, ___%
               of such  Shares  (less any Shares as to which this SAR shall have
               been exercised prior to such second anniversary);

          (iv) from and after the third  anniversary of the date of Grant,  ___%
               of such  Shares  (less any Shares as to which this SAR shall have
               been exercised prior to such third anniversary); and

          (v)  from and after the fourth  anniversary of the Date of Grant, ___%
               of such  Shares  (less any Shares as to which this SAR shall have
               been exercised prior to such fourth anniversary).

     [Such additional years as necessary.]

     (b)  Notwithstanding  the above,  the  Grantee's  right to exercise the SAR
shall terminate on the earliest to occur of the following dates:

          (i)  the seventh anniversary of the Date of Grant;

          (ii) the [first anniversary] of the date of the Grantee's  Termination
               of Service on account of Retirement, Disability or death;

          (iii) the date  [three  months]  following  the date of the  Grantee's
               Termination  of  Service  for any reason  other than  Retirement,
               Disability,   death  or  for  Cause  (the  "Termination   Date");
               provided,  however,  the Committee  may, in its sole  discretion,
               allow the Grantee to exercise this SAR at a later date  following
               the Termination Date; and

          (iv) immediately upon a Termination of Service for Cause.

Provided further that,  during any period in which exercise is allowed following
the date of the Grantee's Termination of Service for any reason, that portion of
the SAR that was not  exercisable  on the date of the Grantee's  Termination  of
Service shall not become exercisable.

     3. Restriction on Exercise.  Notwithstanding the provisions of Paragraph 2,
above, or any other  provision of this Award  Agreement,  the Committee,  in its
sole  discretion,  may,  only with respect to any unvested  portion of this SAR,
reduce  the  number of Shares  subject  to the SAR or may  cancel the SAR in its
entirety if the Grantee (a) takes other employment or renders services to others
without the written consent of the Company;  or (b) conducts  himself or herself
in a manner that the  Committee,  in its sole  discretion,  deems has  adversely
affected or may adversely  affect the Company.  The Grantee will not be entitled
to any remuneration or compensation  whatsoever for the loss of all or a portion
of the  Grantee's  SAR if the number of Shares  subject to the  Grantee's SAR is
reduced,  or if the Grantee's SAR is canceled in its entirety,  pursuant to this
paragraph.

     4. Notice of Exercise; Issue of Shares.

     (a)  Subject to the  provisions  of  Paragraph  2, above and  Paragraph  12
          below,  the Holder may exercise part or all of the  exercisable SAR by
          giving written  notice to the Secretary of the Company  specifying the
          number of Shares as to which this SAR is to be exercised.

     (b)  As soon as practicable after receipt of an effective written notice of
          exercise  as  provided  in this  Paragraph  4, and subject to the last
          sentence of Paragraph  1, above,  the  Secretary of the Company  shall
          cause ownership of the appropriate  number of Shares to be transferred
          to the person or persons  exercising  this SAR by having a certificate
          or certificates for those Shares registered in the name of such person
          or  persons  and  shall  have  each   certificate   delivered  to  the
          appropriate person. Notwithstanding the foregoing, if the Company or a
          Subsidiary  requires  reimbursement  of any tax  required by law to be
          withheld  with respect to Shares  received  upon exercise of this SAR,
          the Secretary  shall not transfer  ownership of those Shares until the
          required payment is made.


                                       2

     5.  Transferability  of SARs.  The Grantee may transfer this SAR to (i) the
spouse,  children, or grandchildren of the Grantee ("Immediate Family Members"),
(ii) a trust or trusts  for the  exclusive  benefits  of such  Immediate  Family
Members,  or (iii) a partnership in which such Immediate  Family Members are the
only  partners,  provided  that (a) there may be no  consideration  for any such
transfer and (b) subsequent transfers of this SAR shall be prohibited, except by
will or the laws of descent and distribution. Following transfer, this SAR shall
continue  to be  subject  to the same terms and  conditions  as were  applicable
immediately  prior to  transfer,  provided  that for the  purposes  of the Award
Agreement,  the term "Grantee" shall be deemed to refer to the  transferee.  The
event of a Termination  of Service shall  continue to be applied with respect to
the  original  Grantee,  following  which this SAR shall be  exercisable  by the
transferee  only to the extent,  and for the periods,  specified in Paragraph 2.
Neither the  Committee  nor the  Company  shall have any  obligation  to provide
notice to a transferee of  termination of this SAR under the terms of this Award
Agreement.

     6.  Transferees  of  Stockholders.  The  Company  shall not be  required to
transfer  any  Shares on its books  which  shall  have been  sold,  assigned  or
otherwise transferred in violation of this Award Agreement, or to treat as owner
of such shares of stock,  or to accord the right to vote as such owner or to pay
dividends  to, any person or  organization  to which any such Shares  shall have
been  sold,  assigned  or  otherwise  transferred,  from  and  after  any  sale,
assignment  or transfer of any Share made in violation of this Award  Agreement.
Any transfer in violation of the terms of this Award  Agreement  shall be deemed
null and void.

     7. Authorized  Leave. For purposes  hereof,  an authorized leave of absence
(authorized  by the Company or a Subsidiary to the Grantee in writing) shall not
be deemed a Termination of Service hereunder.

     8. Taxes. The Grantee will be solely responsible for any Federal,  state or
local income  taxes  imposed in  connection  with the exercise of the SAR or the
delivery of Shares incident thereto,  and the Grantee  authorizes the Company or
any  Subsidiary  to make any  withholding  for  taxes  which the  Company  deems
necessary or proper in connection therewith, from any amounts due to the Grantee
by the Company. The Grantee may satisfy such withholding  obligations,  in whole
or in part, by (a) electing to have the Company withhold  otherwise  deliverable
Shares or (b)  delivering to the Company  Shares then owned by Grantee  having a
Fair  Market  Value  equal to the amount  required  to be  withheld.  If any tax
withholding  obligation  of the Company  with respect to the SAR is satisfied by
having  Shares  withheld,  the value of such Shares will be limited to an amount
that does not exceed  the  minimum  statutory  withholding  required  by federal
(including FICA), state and local tax authorities, including the Grantee's share
of payroll taxes that are applicable to such supplemental taxable income.

     9. Changes in Circumstances. It is expressly understood and agreed that the
Grantee  assumes all risks  incident to any change  hereafter in the  applicable
laws or  regulations or incident to any change in the market value of the Shares
after the date hereof.


     10. No Conflict.  In the event of a conflict  between this Award  Agreement
and the Plan, the provisions of the Plan shall govern.


                                       3

     11. Governing Law. This Award shall be governed under the laws of the State
of Delaware.

     12. Investment Representation; Compliance with Law.

     (a)  The  Grantee  agrees that the Shares that will be acquired on exercise
          of this SAR shall be acquired for his own account for investment  only
          and  not  with a view  to,  or for  resale  in  connection  with,  any
          distribution  or public  offering  thereof  within the  meaning of the
          Securities Act of 1933, as amended (the  "Securities  Act"),  or other
          applicable  securities laws. If the Board of Directors or Committee so
          determines,  any stock  certificates  issued upon exercise of this SAR
          shall  bear a legend  to the  effect  that  the  shares  have  been so
          acquired and may only be  transferred  upon  registration  or under an
          applicable  exemption.  The  Company  may,  but in no  event  shall be
          required to, bear any expenses of complying with the  Securities  Act,
          other  applicable  securities laws or the rules and regulations of any
          national  securities   exchange  or  other  regulatory   authority  in
          connection with the registration,  qualification,  or transfer, as the
          case may be,  of this SAR or any  Shares  acquired  upon the  exercise
          hereof. The foregoing restrictions on the transfer of the Shares shall
          be inoperative if (1) the Company previously shall have been furnished
          with an opinion of  counsel,  satisfactory  to it, to the effect  that
          such transfer will not involve any violation of the  Securities Act or
          other  applicable  laws  or  (2)  the  Shares  shall  have  been  duly
          registered in compliance with the Securities Act and other  applicable
          securities  laws. If the Shares received upon exercise of this SAR are
          registered  under the Securities  Act, the Grantee agrees that he will
          not make a public  offering  of the said  Shares  except on a national
          securities  exchange  on which  the  Shares  of the  Company  are then
          listed.

     (b)  Notwithstanding  any  provision  of the Plan or this Award  Agreement,
          Grantee  shall not be entitled to exercise  this SAR,  and the Company
          shall not be  obligated  to  deliver  any Shares  with  respect to any
          exercise of this SAR, if such exercise or delivery would  constitute a
          violation by the Grantee or the Company of the  provisions of the Plan
          or of any applicable law or regulation, including but not limited to a
          violation of any applicable  securities  laws. In the event Grantee is
          not  allowed to exercise  this SAR  pursuant  to this  provision,  the
          Company  shall  notify the Grantee at such later time that the SAR may
          be exercised in  accordance  with the  provisions  of the Plan and all
          applicable laws or regulations.

     13. Change in Control.

     (a)  A Change in Control  (as  defined in Section 12 of the Plan) shall not
          accelerate the exercisability of this SAR and Section 12.2 of the Plan
          shall not apply to this SAR or this Award Agreement.

     (b)  If "any  person," as such term is used in Sections  13(d) and 14(d) of
          the 1934 Act (other than the Company,  any trustee or other  fiduciary
          holding  securities  under an employee  benefit plan of the Company or
          any corporation owned, directly or indirectly,  by the stockholders of
          the Company in  substantially  the same proportions


                                       4

          as their  ownership  of  stock  of the  Company),  is or  becomes  the
          "beneficial  owner" (as defined in Rule  13(d)(3)  under the  Exchange
          Act),   directly  or   indirectly,   of   securities  of  the  Company
          representing  more than  fifty  percent  (50%) of the  Company's  then
          outstanding  securities  or  more  than  fifty  percent  (50%)  of the
          combined  voting power of the Company's then  outstanding  securities,
          and if within 12 months  thereafter (1) Continuing  Directors cease to
          constitute  a majority of the Board of  Directors,  and (2) there is a
          Termination of Service,  then 50% of any unvested  portion of this SAR
          shall become  exercisable on such  termination  date and any remaining
          unvested portion of this SAR shall no longer be exercisable as of such
          termination  date;  unless  the  Committee,  in its  sole  discretion,
          determines to  accelerate  the vesting of all or part of the remaining
          50% unvested portion of this Award.

     (c)  If a Section 12.2 Event occurs, and the successor corporation does not
          either (1) assume this SAR or (2)  substitute an  equivalent  award by
          the successor  corporation  or a Parent or Subsidiary of the successor
          corporation, then 50% of any unvested portion of this SAR shall become
          exercisable  and any remaining  unvested  portion of this SAR shall no
          longer be  exercisable.  The  Committee  shall notify the Grantee that
          this SAR, to the extent exercisable, shall be exercisable for a period
          of twenty-five  (25) days, but only for  equivalent  consideration  as
          received by the  stockholders of the Company  generally in the Section
          12.2 Event. If not exercised, this SAR shall terminate.

                                        AMERICAN ITALIAN PASTA COMPANY



                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                 ACKNOWLEDGMENT

The undersigned Grantee acknowledges that he or she understands and agrees to be
bound by each of the terms and conditions of this Award Agreement.

- ---------------------------                    ---------------------------------
      Printed Name                                         Signature


                                               Date:
                                                    -------------------------


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