In a new letter to shareholders, Goddard and Stockert charge Williams with setting up an "enormous contract" for Edward Lowenthal, the New Jersey executive who has accepted Williams' offer to be the company's president and CEO if Williams wins the proxy battle. The Goddard-Stockert letter alleges the Lowenthal compensation package would bleed the company's balance sheet.

The directors charge Williams is setting up Lowenthal as 'The Six Million Dollar Man.' The compensation package would include an annual base salary of $750,000; a guaranteed annual minimum bonus of $750,000; 500,000 below-market stock appreciation rights with a $22.95 base price vesting in only one year and valued at more than $1.8 million; and 100,000 shares of restricted Post common stock vesting in only one year at approximately $2.7 million for a total $6 million.

Additionally, the Post directors say Williams is promising Lowenthal a rent-free furnished apartment in Atlanta at the company's expense and a company-paid car. Lowenthal will keep his New Jersey residence and commute weekly to Post headquarters at the company's expense.