TREEHOUSE FOODS,
INC.
RESTRICTED STOCK
AGREEMENT
THIS AGREEMENT (the “Agreement”),
effective as of the date indicated on the attached Notice of Grant,
is made and entered into by and between TreeHouse Foods, Inc., a
Delaware corporation (the “Company”), and the
individual named on the attached Notice of Grant (the
“Participant”).
WITNESSETH:
WHEREAS, the Board of Directors of the Company
has adopted and approved the TreeHouse Foods, Inc. Equity and
Incentive Plan (the “Plan”), which was approved, as
required, by the Company’s stockholders and provides for the
grant of Stock Options, Stock Appreciation Rights, Restricted
Stock, Restricted Stock Units, Performance Shares, Performance
Units and other types of stock-based awards to certain eligible
Employees, Consultants and non-Employee Directors of the Company
and its Affiliates; and
WHEREAS, the Compensation Committee (the
“Committee”) has selected the Participant to
participate in the Plan and has awarded the shares of restricted
stock described in this Agreement (the “Restricted
Stock”) to the Participant; and
WHEREAS, the parties hereto desire to evidence
in writing the terms and conditions of the Restricted Stock;
and
WHEREAS, capitalized terms used herein and not
otherwise defined in this Agreement shall have the meanings set
forth in the Plan.
NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants and agreements herein
contained, and as an inducement to the Participant to continue as
an Employee of the Company (or an Affiliate) and to promote the
success of the business of the Company and its Affiliates, the
parties hereby agree as follows:
1. Grant of
Restricted Stock. The Company hereby grants to the
Participant, effective as of the date shown on the attached Notice
of Grant (the “Date of Grant”), and on the terms and
subject to the conditions, limitations and restrictions set forth
in the Plan and in this Agreement, the number of shares of
Restricted Stock shown on the attached Notice of
Grant. The Participant hereby accepts the Restricted
Stock from the Company.
2. Transfer
Restrictions. None of the Restricted Stock shall be
sold, assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Participant prior to the lapse of
restrictions pursuant to paragraph 3, and until permitted
pursuant to the terms of the Plan.
3. Lapse of
Restrictions. Subject to paragraph 4, the
restrictions set forth in paragraph 2 shall lapse in
___________________________________________________
In addition to the lapse provisions contained in
the foregoing sentence, the restrictions on the Restricted Stock
shall immediately lapse in full upon a Change in
Control. Upon the termination of the Participant’s
Service due to death, Disability or Retirement, the restrictions on
a pro rata portion of the Restricted Stock that would be eligible
for a lapse of restrictions on the next anniversary of the Date of
Grant shall lapse. Such pro rata portion shall be
determined based on the number of full calendar months of the
Participant’s Service since the Date of Grant, or anniversary
thereof, as applicable, divided by twelve.
4.
Forfeiture. All of the Restricted Stock with respect to
which restrictions have not lapsed pursuant to paragraph 3
shall be forfeited to the Company upon the earlier of (a) the
Participant’s termination of employment with the Company and
its Affiliates for any reason or (b) the _____ anniversary of
the Date of Grant. The final determination of whether or
not the Participant has been discharged or terminated Service for
any of the reasons specified in paragraph 3 shall be made by
the Committee in its sole and absolute discretion.
5.
Rights as a
Stockholder. During the restriction period, the
Participant shall not be entitled to any of the rights of a
stockholder with respect to the Restricted Stock until such
restriction lapse, including without limitation the right to vote
and tender such Restricted Stock and the right to receive dividends
and other distributions payable with respect to Stock.
Notwithstanding the preceding sentence, the
Participant shall be eligible to receive any extraordinary
dividend, as determined by the Committee.
6. Tax
Withholding. The Company shall have the right to require
the Participant to remit to the Company, or to withhold from other
amounts payable to the Participant, as compensation or otherwise,
an amount sufficient to satisfy all federal, state and local
withholding tax requirements as provided in the Plan.
7. Plan
Incorporated. The Participant accepts the Restricted Stock
subject to all the provisions of the Plan, which are incorporated
into this Agreement, including the provisions that authorize the
Committee to administer and interpret the Plan and which provide
that the Committee’s decisions, determinations and
interpretations with respect to the Plan are final and conclusive
on all persons affected thereby. Except as otherwise set
forth in this Agreement, terms defined in the Plan have the same
meanings herein.
(a) No Guaranteed
Service or Employment
