AMERICAN ITALIAN PASTA CO
EXHIBIT 10.24
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<DESCRIPTION>EXHIBIT 10.24
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<TITLE>Exhibit 10.24 to Form 10-Q for AIPC</TITLE>
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                         AMERICAN ITALIAN PASTA COMPANY
                           2000 EQUITY INCENTIVE PLAN
                   <U>NON-QUALIFIED STOCK OPTION AWARD AGREEMENT</U>


     This Stock Option Award Agreement (the "Award Agreement"), made this ___
day of ________, 20__ evidences the grant, by American Italian Pasta Company,
(the "Company"), of a stock option 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, as amended (the
"Plan"). Capitalized terms not defined herein shall have the same meaning as
used in the Plan.

     1. <u>Shares Optioned and Option Price</u>. The Grantee shall have an option to
purchase ______ shares of the Company's Common Stock, $0.01 par value (the
"Shares"), at an exercise price of $______ for each share (the "Option"),
subject to the terms and conditions of this Award Agreement and of the Plan, the
provisions of which are incorporated herein by this reference. The Option is
not, nor is it intended to be, an Incentive Stock Option as described in section
422 of the Internal Revenue Code of 1986.

     2. <u>Exercise Period</u>. The Option may be exercised, from time to time, with
respect to the following number of Shares subject to this Option: (i) prior to
the first anniversary of the Date of Grant, ____% of such Shares; (ii) from and
after the first anniversary of the Date of Grant, ___% of such Shares (less any
Shares as to which this Option shall have been exercised prior to such first
anniversary); (iii) from and after the second anniversary of the Date of Grant,
___% of such Shares (less any Shares as to which this Option 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 Option 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 Option shall have been exercised prior
to such fourth anniversary). Provided, however, that the Grantee's right to
exercise the Option shall terminate on the earliest to occur of the following
dates:

     (a)  the ____ anniversary of the Date of Grant;

     (b)  the ____ anniversary of the date of the Grantee's Termination of
          Service on account of Retirement, Disability or death;

     (c)  the date ____ 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 option
          at a later date following the Termination Date; and

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



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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 Shares that was not exercisable on the date of the Grantee's Termination of
Service shall not become exercisable.

     3. <U>Restriction on Exercise</U>. Notwithstanding the foregoing provisions of
paragraph 2 or any other provision of this Award Agreement, the Committee, in
its sole discretion, may, only with respect to any unvested portion of this
Option, reduce the number of Shares subject to the Option or may cancel the
Option 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. Except as provided
in the last sentence of this paragraph, the Grantee will not be entitled to any
remuneration or compensation whatsoever for the loss of all or a portion of the
Grantee's Option if the number of Shares subject to the Grantee's Option are
reduced, or if the Grantee's Option is canceled in its entirety, pursuant to
this paragraph.

     4. <U>Method of Exercise</U>. To the extent that the Option is exercisable
hereunder, it may be exercised in full or in part by the Grantee or, in the
event of the Grantee's death, by the person or persons to whom the Option was
transferred by will or the laws of descent and distribution, by delivering or
mailing written notice of the exercise and full payment of the purchase price to
the Secretary of the Company and any applicable withholding taxes. The written
notice shall be signed by each person entitled to exercise the Option and shall
specify the address and social security number of each person. If any person
other than the Grantee purports to be entitled to exercise all or any portion of
the Option, the written notice shall be accompanied by proof, satisfactory to
the Secretary of the Company, of that entitlement. The written notice shall be
accompanied by full payment made by any one or more of the following means: (a)
cash, personal check or electronic funds transfer; (b) shares of Stock with a
Fair Market Value on the effective date of such exercise equal to the Exercise
Price and owned by the Grantee for at least six (6) months (or such longer
period as is determined by the Company required by applicable accounting
standards to avoid a charge to the Company's earnings) or shares of Stock that
were purchased on the open market; or (c) pursuant to procedures previously
approved by the Company, through the sale of the Shares acquired on exercise of
this Option through a broker-dealer to whom the Grantee has submitted an
irrevocable notice of exercise and irrevocable instructions to deliver promptly
to the Company the amount of sale or loan proceeds sufficient to pay for such
Shares, together with, if requested by the Company, the amount of federal,
state, local or foreign withholding taxes payable by reason of such exercise.

Payment may also be made in such other manner as may be permitted by the Plan at
the time of exercise, subject to approval by the Committee. The written notice
will be effective and the Option shall be deemed exercised to the extent
specified in the notice on the date that the written notice (together with
required accompaniments) is received by the Secretary of the Company at its then
executive offices during regular business hours.

     5. <U>Issue of Shares Upon Exercise</U>. As soon as practicable after receipt of
an effective written notice of exercise and full payment of the purchase price
as provided in paragraph 4, the Secretary of the Company shall cause ownership
of the appropriate number of Shares to be transferred to the person or persons
exercising the Option by having a certificate or certificates for those Shares
registered in the name of such person or persons and shall have each


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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 an Option, the
Secretary shall not transfer ownership of those Shares until the required
payment is made.

     6. <U>Transferability of Options</U>. The Grantee may transfer the Option 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 the Option shall be prohibited,
except by will or the laws of descent and distribution. Following transfer, the
Option 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 the Option 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 the Option under the terms of this
Award Agreement.

          6.1 <U>Transferees of Stockholders</U>. 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. <U>Authorized Leave</U>. 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. <U>Taxes</U>. The Grantee will be solely responsible for any Federal, state or
local income taxes imposed in connection with the exercise of the Option 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. Subject to approval by the Committee, 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.

     9. <U>No Conflict</U>. In the event of a conflict between this Award Agreement and
the Plan, the provisions of the Plan shall govern.

     10. <U>Governing Law</U>. This Award shall be governed under the laws of the State
of Delaware.


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     11. <U>Change in Control</U>. The effect of a Change of Control shall be as set
forth in the Plan.

                                 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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