exv10w11







Exhibit 10.11




TREEHOUSE FOODS, INC.

EXECUTIVE SEVERANCE PLAN




(As Amended and Restated as of January 1, 2008)




     WHEREAS, TreeHouse Foods, Inc. (the “Company”) originally established the Treehouse Foods, Inc.
Executive Severance Plan, effective May 1, 2006 (the “Plan”);



     WHEREAS, the Plan contains severance provisions for involuntary terminations by the Company without
Cause or for voluntary terminations by the executive for Good Reason;



     WHEREAS, the Plan provides severance benefits to certain employees of the Company and subsidiaries
thereof, as identified in Appendix A (the “Executive” or “Executives”);



     WHEREAS, the Plan shall not be applicable to employees of the Company (or any subsidiary thereof)
whose employment is subject to an employment agreement, unless such agreement expressly states that
such employee shall be eligible to participate in the Plan;



     WHEREAS, generally, severance provisions, by their terms, constitute nonqualified deferred
compensation arrangements under Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”);



     WHEREAS, the new Code Section 409A rules contain restrictive requirements on the timing of
distributions specifically with respect to executives who constitute “specified employees” for
purposes of Code Section 409A and failure to comply with the new Code Section 409A rules could
subject executives to a 20% penalty tax, in addition to regular income taxes and an enhanced
interest rate for underpayment of tax; and



     WHEREAS, the Company has determined that it is desirable to make certain written amendments to
the Plan in order to be compliant with Code Section 409A and that such written amendments, pursuant
to IRS Notice 2007-86, are permitted to be made at any time on or before December 31, 2008.



     NOW, THEREFORE, the Plan is hereby amended and restated in its entirety effective as of
January 1, 2008 and it supersedes all prior plans, policies and practices of the Company (or any
subsidiary thereof); for the Executives listed on Appendix A, the Plan is the only severance
program for such Executives.



     1. Definitions.




     (a) “Base Salary” means the regular annual rate of base salary in effect on the
Executive’s date of termination (or on the date of a Change of Control, if such amount is
greater).




     (b) “Cause” means:



 









 






     (i) Executive’s conviction of a felony or the entering by Executive of a plea
of nolo contendere to a felony charge;




     (ii) Executive’s gross neglect or willful and intentional gross misconduct in
the performance of, or willful, substantial and continual refusal by Executive to
perform, the duties, responsibilities or obligations assigned to Executive; or




     (iii) a material breach by Executive of the Code of Ethics applicable to
employees of the Company (or any subsidiary), as in effect from time to time.




     (c) “Change of Control” means the occurrence of any of the following events
following the Effective Date:




     (i) any “person” (as such term is used in Section 13(d) of the Exchange Act,
but specifically excluding the Company, any wholly-owned subsidiary of the Company
and/or any employee benefit plan maintained by the Company or any wholly-owned
subsidiary of the Company) becomes the “beneficial owner” (as determined pursuant to
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing thirty percent (30%) or more of the combined voting power of
the Company’s then outstanding securities; or




     (ii) individuals who currently serve on the Board, or whose election to the
Board or nomination for election to the Board was approved by a vote of at least
two-thirds (2/3) of the directors who either currently serve on the Board, or whose
election or nomination for election was previously so approved, cease for any reason
to constitute a majority of the Board; or




     (iii) the Company or any subsidiary of the Company shall merge with or
consolidate into any other corporation, other than a merger or consolidation which
would result in the holders of the voting securities of the Company outstanding
immediately prior thereto holding immediately thereafter securities representing
more than sixty percent (60%) of the combined voting power of the voting securities
of the Company or such surviving entity (or its ultimate parent, if applicable)
outstanding immediately after such merger or consolidation; or




     (iv) the stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets, or such a plan is commenced.




     (d) “Code” means the Internal Revenue Code of 1986, as amended.




     (e) “Earned Compensation” means the sum of:




     (i) any Base Salary earned, but unpaid, for services rendered to the Company
(or a subsidiary) on or prior to the Executive’s date of termination, which shall be
payable in a lump sum no later than the Company’s next regularly scheduled payroll
date following the Executive’s date of termination;



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     (ii) any annual Incentive Compensation payable for services rendered in the
calendar year preceding the calendar year in which the Executive’s date of
termination occurs that has not been paid on or prior to the Executive’s date of
termination (other than Base Salary and Incentive Compensation that has been
deferred, if any, pursuant to Executive’s election), and which is paid at the time
all other executives are paid with respect to such calendar year and payable under
the terms of the applicable underlying incentive plan; provided, however, in the
event of a termination of the Executive without Cause and which entitles the
Executive to payment under Section 4(a) hereof (i.e., following a Change of
Control), “Earned Compensation” shall include any annual Incentive Compensation
payable for services rendered in the calendar year preceding the calendar year in
which the Executive’s date of termination occurs, notwithstanding any requirement
that the Executive be in active employment on the date such Incentive Compensation
is paid or any other terms of the applicable incentive plan to the contrary;




     (iii) any accrued but unused vacation days paid in accordance with the
underlying program terms and conditions; and




     (iv) any business expenses incurred on or prior to the date of the Executive’s
termination that are eligible for reimbursement in accordance with the Company’s (or
the subsidiary’s, as applicable) expense reimbursement policies as then in effect.




     (f) “Good Reason” means a termination of Executive’s employment by Executive
within ninety (90) days following:




     (i) a material reduction in Executive’s annual Base Salary or Target Incentive
Compensation opportunity; or




     (ii) a material reduction in Executive’s duties and responsibilities or the
assignment to Executive of duties and responsibilities which are materially
inconsistent with Executive’s duties or which materially impair Executive’s ability
to function in his/her current position.


Notwithstanding the foregoing, a termination shall not be treated as a termination for Good
Reason:





     (A) if Executive shall have consented in writing to the occurrence of
the event giving rise to the claim of termination for Good Reason; or




     (B) unless Executive shall have delivered a written notice to




     (I) the Chief Executive Officer with respect any Executive with
a title of Senior Vice President or higher; or




     (II) any officer with the title of Senior Vice President or
higher with respect to an Executive not covered by Subclause (I)
immediately above,



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within sixty (60) days of his/her having actual knowledge of the occurrence
of one of these such events stating that he intends to terminate his/her
employment for Good Reason and specifying the factual basis for such
termination, and such event, if capable of being cured, shall not have been
cured within ten (10) days of the receipt of such notice.




     (g) “Incentive Compensation” means with respect to any calendar year, the
annual incentive bonus paid or payable under any applicable plan or program of the Company
(or a subsidiary) providing for incentive compensation.




     (h)
“Key Employee” means a “specified employee” as such term is defined under
Code Section 409A and the regulations issued thereunder.




     (i) “Severance Period” means the period of time over which payments are made
pursuant to Sections 3(b) or 4(a) hereof, as identified in Appendix A with respect to each
eligible Executive.




     (j) “Target Incentive Compensation” means with respect to any calendar year,
the annual incentive bonus the Executive would have been entitled to receive under any
applicable plan or program of the Company (or of a subsidiary) providing for incentive
compensation had he remained employed by the Company (or a subsidiary) and assuming that
performance at the level designated as “target” for such calendar year had been met.




     (k)
“Vested Benefits” means amounts which are vested or which the Executive is
otherwise entitled to receive under the terms of or in accordance with any plan, policy,
practice or program of, or any contract or agreement with, the Company or any of its
subsidiaries (collectively referred to as the “Benefit Plans”), at or subsequent to
the date of his/her termination without regard to the performance by Executive of further
services or the resolution of a contingency and payable in accordance with applicable law
and the terms of the plan, policy, practice, program, contract or agreement under which such
benefits have accrued.



     2. Eligibility. The Plan is available to those Executives identified in Appendix A, as such
may be amended from time to time by the Compensation Committee, or its duly authorized designee, in
its sole discretion.



     3. Benefits upon Certain Terminations.




     (a) Termination for Any Reason. In the event of the termination of Executive’s
employment for any reason, Executive shall be entitled to:




     (i) any Earned Compensation as of the date of termination; and




     (ii) Vested Benefits, if any.




Nothing in this Plan shall amend or modify the terms of any Benefit Plan(s). No additional
termination benefits shall be paid or payable to or in respect of the Executive pursuant to
this Plan unless such Executive qualifies for payment under Section 3(b) or 4(a) hereof.



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     (b) Involuntary or Constructive Termination. If the Executive’s employment
with the Company (or a subsidiary, as applicable) is terminated by the Company (or the
subsidiary, as applicable) without Cause, or the Executive has Good Reason to terminate
employment, the Executive shall be entitled to the following payments and other
benefits (in addition to the payments under Section 3(a) hereof):




     (i) Salary Continuation. Executives shall receive salary continuation
payments in an amount equal to one (1) times (or such other multiple as may be
specifically identified with respect to a particular Executive in Appendix A) the
Executive’s Base Salary (the “Salary Continuation”). As permitted pursuant
to Treasury Regulation Section 1.409A-1(b)(9)(iii), such Salary Continuation amount
shall be payable as follows:




     (A) an amount equal to the lesser of:




     (I) fifty percent (50%) of Executive’s annual Base Salary as of
his/her date of termination; or




     (II) two (2) times the compensation limit of Code Section
401(a)(17) (i.e., $460,000 for 2008)




shall be paid to Executive equally (or approximately equally) over the
number of pay periods between his/her date of termination and the seventh
month anniversary of Executive’s date of termination in accordance with the
Company’s (or the subsidiary’s, as applicable) standard payroll practices;
and




     (B) an amount equal to the Executive’s Salary Continuation reduced by the
amount paid to Executive under Clause (A) immediately above shall be paid to
Executive equally (or approximately equally) over the number of pay periods
between his/her seventh month anniversary of his/her date of termination and
the final month anniversary of his/her date of termination through which
Salary Continuation is available (e.g., one times Base Salary is available
for twelve (12) months, two times Base Salary is available for twenty-four
(24) months, etc.) in accordance with the Company’s (or the subsidiary’s, as
applicable) standard payroll practices; and




     (ii) Target Incentive Pay. Executives shall receive Target Incentive
Compensation in an amount equal to one (1) times (or such other multiple as may be
specifically identified with respect to a particular Executive in Appendix A) the
Executive’s Incentive Compensation for the calendar year which includes his/her date
of termination. Target Incentive Compensation (prorated, as applicable) shall be
paid in a single lump sum payment paid at the time all other executives are paid
with respect to the respective calendar year in accordance with the underlying
incentive plan terms and conditions. Notwithstanding anything to the contrary,
Tier III Executives shall not be eligible to receive Target Incentive Compensation.




     (iii) Medical Benefits. The Company will provide comparable medical
(including prescription drug), dental, hospitalization and life insurance benefits,
as applicable, to the Executive and his/her eligible dependents for the Severance
Period,



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provided the Executive continues to pay the applicable employee rate for
such coverage. Executive’s coverage shall continue until the earlier of:




     (A) the last day of the Severance Period;




     (B) Executive’s death (provided that benefits provided to Executive’s
spouse and dependents shall not terminate upon Executive’s death); or




     (C) the date, or dates, he/she receives equivalent coverage and
benefits under the plans and programs of a subsequent employer (such
coverages and benefits to be determined on a coverage-by-coverage, or
benefit-by-benefit basis).




If the Executive’s coverage under this subparagraph (iii) terminates due to any
event or occurrence other than Clauses (A), (B) or (C) above, the Company shall
provide Executive with a lump sum payment in an amount equal to the number of
remaining months of coverage to which he/she is entitled times the then applicable
Company portion of the premium for the relevant benefit plan in which Executive
participated. Such lump sum amount will be paid during the second month following
the month in which such coverage expires. Any such coverage provided by the Company
shall be provided under the benefit plan(s) applicable to employees of the Company
(or the subsidiary, as applicable) in general and shall be subject to the terms of
such plan(s), as such terms may be amended by the Company in its sole discretion
from time to time. In the case of any coverage or plan to which the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) would apply, any
continuation of such coverage shall run concurrently with any period of continuation
coverage required under COBRA and shall otherwise be provided in accordance with
COBRA and the regulations issued thereunder. Nothing in this Agreement shall amend
or modify the terms of any plan, contract or program providing for medical,
prescription drug, dental, hospitalization and/or life insurance benefits.



     4. Benefits upon Change of Control and Termination.




     (a) Payments Following a Change of Control. In lieu of the payments due under
Section 3(b) hereof, in the event the Executive’s employment with the Company is terminated
by reason of a termination without Cause or termination for Good Reason within the
twenty-four (24) month period immediately following a Change of Control, the Executive shall
be entitled to the following payments and other benefits (in addition to the payments under
Section 3(a) hereof):




     (i) Severance Payment. Executives shall receive an amount equal to
one (1) times (or such other multiple as may be specifically identified with respect
to a particular Executive in Appendix A relating to a Change of Control) the sum of:




     (A) the Executive’s Base Salary, plus




     (B) the Executive’s Target Incentive Compensation



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(collectively, the “Severance Payment”). As permitted pursuant to Treasury
Regulation Section 1.409A-1(b)(9)(iii), such Severance Payment amount shall be
payable as follows:




     (I) an amount equal to the lesser of:




     (1) fifty percent (50%) of Executive’s annual Base
Salary as of his/her date of termination; or




     (II) two (2) times the compensation limit of Code
Section 401(a)(17) (i.e., $460,000 for 2008)




shall be paid to Executive equally (or approximately equally) over
the number of pay periods between his/her date of termination and the
seventh month anniversary of Executive’s date of termination in
accordance with the Company’s (or the subsidiary’s, as applicable)
standard payroll practices; and




     (II) an amount equal to the Executive’s Salary Continuation (which
but for the Change of Control would have been paid pursuant to
Section 3(b) hereof) reduced by the amount paid to Executive under
Subclause (I) immediately above shall be paid to Executive equally
(or approximately equally) over the number of pay periods between
his/her seventh month anniversary of his/her date of termination and
the final month anniversary of his/her date of termination through
which Salary Continuation would have been available to Executive
pursuant to Section 3(b) hereof but for the Change of Control (e.g.,
one times Base Salary is available for twelve (12) months, two times
Base Salary is available for twenty-four (24) months, etc.) in
accordance with the Company’s (or the subsidiary’s, as applicable)
standard payroll practices; and




     (III) the remainder, which is an amount equal to the Severance
Payment reduced by the amount paid to Executive under Subclauses (I)
and (II) immediately above, shall be paid to Executive in a lump sum
no later than the seventh month anniversary of his/her date of
termination;




     (ii) Medical Benefits. The Company will provide comparable medical
(including prescription drug), dental, hospitalization and life insurance benefits,
as applicable, to the Executive and his/her eligible dependents for the Severance
Period, provided the Executive continues to pay the applicable employee rate for
such coverage. Executive’s coverage shall continue until the earlier of:




     (A) the last day of the Severance Period;




     (B) Executive’s death (provided that benefits provided to Executive’s
spouse and dependents shall not terminate upon Executive’s death); or



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     (C) the date, or dates, he/she receives equivalent coverage and
benefits under the plans and programs of a subsequent employer (such
coverages and benefits to be determined on a coverage-by-coverage, or
benefit-by-benefit basis).




If the Executive’s coverage under this subparagraph (ii) terminates due to something
other than Clauses (A), (B) or (C) immediately above, the Company shall provide
Executive with a lump sum payment in an amount equal to the number of remaining
months of coverage to which he/she is entitled times the then applicable Company
portion of the premium for the relevant benefit plan in which Executive
participated. Such lump sum amount will be paid during the second month following
the month in which such coverage expires. Any such coverage provided by the Company
shall be provided under the benefit plan(s) applicable to employees of the Company
(or the subsidiary, as applicable) in general and shall be subject to the terms of
such plan(s), as such terms may be amended by the Company in its sole discretion
from time to time. In the case of any coverage or plan to which the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) would apply, any
continuation of such coverage shall run concurrently with any period of continuation
coverage required under COBRA and shall otherwise be provided in accordance with
COBRA and the regulations issued thereunder. Nothing in this Agreement shall amend
or modify the terms of any plan, contract or program providing for medical,
prescription drug, dental, hospitalization and/or life insurance benefits.




     (b) Parachute Excise Tax.




     (i) Gross-Up for Tax Liability under Section 4999 of the Code. If the
aggregate of all payments or benefits made or provided to Executive with respect to
payment under Section 4(a) hereof, if applicable, and under all other plans and
programs of the Company (the “Aggregate Payment”) is determined to
constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the
Code, and exceeds an amount which is equal to three (3) times the Executive’s “base
amount” (as such term is defined in accordance with Section 280G(b)(3)) by more than
10%, then the Company shall pay to Executive, prior to the time any excise tax
imposed by Section 4999 of the Code (the “Excise Tax”) is payable with
respect to such Aggregate Payment, an additional amount which, after the imposition
of all income, employment and excise taxes thereon, is equal to the Excise Tax on
the Aggregate Payment.




     (ii) Limitation on the Amount of Payment. If Aggregate Payment is
determined to constitute a Parachute Payment, as such term is defined in Section
280G(b)(2) of the Code, and equals three (3) times the Executive’s “base amount” (as
such term is defined in accordance with Section 280G(b)(3)) or exceeds such amount
by 10% or less, then the Company shall reduce the amount payable under Section 4(a)
to an amount, the value of which is one dollar ($1.00) less than an amount which is
equal to three (3) times the Executives “base amount” and no payment shall be
required or made pursuant to Section 4(b)(i) hereof.




     (iii) Determination by Independent Auditor. The determination of
whether the Aggregate Payment constitutes a Parachute Payment and, if so, whether



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such amount shall be subject to an excise tax imposed under Section 4999 of the
Code, as well as the determination of the amount to be paid to Executive and the
time
of payment pursuant to this Section 4 shall be made by the Company’s
independent auditor or, if such independent auditor is unwilling or unable to serve
in this capacity, such other nationally recognized accounting firm selected by the
Company with the consent of the person serving as the Chief Executive Officer of the
Company immediately prior to the Change of Control, which consent shall not be
unreasonably withheld. For purposes of this calculation, the Executive shall be
deemed to pay federal, state and local taxes at the highest marginal rate of
taxation for the applicable tax year.




     (iv) Payment. The estimated amount of the payment due the Executive
pursuant to paragraphs (4)(b)(i) or (ii), as applicable, shall be paid to the
Executive in a lump sum not later than thirty (30) business days following the
delivery of such estimate to the Executive and the Company. In the event that the
amount of the estimated payment is less than the amount actually due to the
Executive under this Section 4(b), the amount of any shortfall shall be paid to the
Executive within ten (10) business days after the existence of the shortfall is
determined.



     5. Conditions and Limitations on Severance Payments. The following conditions and limitations
shall apply to all severance benefits payable under this Plan and all severance payments under the
Plan shall be specifically conditioned upon the Executive’s satisfaction of the conditions noted:




     (a) Full Discharge of Company Obligations. The amounts payable to Executive
under this Plan following termination of his/her employment (including amounts payable with
respect to Vested Benefits) shall be in full and complete satisfaction of Executive’s rights
under this Plan and any other claims he/she may have in respect of his/her employment by the
Company or any of its subsidiaries other than claims for common law torts or under other
contracts between Executive and the Company or its subsidiaries. Such amounts shall
constitute liquidated damages with respect to any and all such rights and claims and, upon
Executive’s receipt of such amounts, the Company and all its subsidiaries shall be released
and discharged from any and all liability to Executive in connection with this Plan or
otherwise in connection with Executive’s employment with the Company and its subsidiaries
and, as a condition to payment of any such amounts that are in excess of the Earned
Compensation and the Vested Benefits following the date of termination, Executive and the
Company shall execute (and not revoke) a valid mutual release to be prepared by the Company
pursuant to which the Executive and the Company (and its subsidiaries and affiliates) shall
each mutually agree to release the other, to the maximum extent permitted under applicable
law, from any and all claims either party may have against the other that relate to or arise
out of the employment or termination of employment of the Executive, except any claims or
rights which cannot be waived by law.




     (b) No Mitigation; No Offset. In the event of any termination of employment
that entitles the Executive to a payment or payments under this Plan, Executive shall be
under no obligation to seek other employment and there shall be no offset against amounts
due Executive under this Plan on account of any remuneration attributable to any subsequent
employment that he/she obtain, except as may be applied pursuant to COBRA or other
applicable law respecting the continuation of benefits.



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     (c) Company Property. Promptly following termination of Executive’s
employment, Executive shall return to the Company all property of the Company or any
subsidiary, and all copies thereof in Executive’s possession or under his/her control,
except that Executive may retain his/her personal notes, diaries, Rolodexes, calendars and
correspondence.




     (d) Confidentiality. Without the prior written consent of the Company, except:




     (i) in the course of carrying out his or her duties hereunder; or




     (ii) to the extent required by an order of a court having competent
jurisdiction or under subpoena from an appropriate government agency,




Executive shall not disclose any trade secrets, customer lists, drawings, designs,
information regarding product development, marketing plans, sales plans, manufacturing
plans, management organization information (including data and other information relating to
members of the Board and management), operating policies or manuals, business plans,
financial records, packaging design or other financial, commercial, business or technical
information relating to the Company or any of its subsidiaries or information designated as
confidential or proprietary that the Company or any of its subsidiaries may receive
belonging to suppliers, customers or others who do business with the Company or any of its
subsidiaries (collectively, “Confidential Information”) to any third person unless such
Confidential Information has been previously disclosed to the public by the Company or has
otherwise become available to the public (other than by reason of Executive’s breach of this
Section 6(d)).




     (e) Non-Solicitation of Employees. During Executive’s employment with the
Company, and any subsidiary thereof, and during the twelve (12) month period following any
termination of Executive’s employment for any reason, Executive shall not, except in the
course of carrying out his/her duties hereunder, directly or indirectly induce any employee
of the Company or any of its subsidiaries to terminate employment with such entity, and
shall not directly or indirectly, either individually or as owner, agent, employee,
consultant or otherwise, knowingly employ or offer employment to any person who is or was
employed by the Company or a subsidiary thereof unless such person shall have ceased to be
employed by such entity for a period of at least six (6) months.




     (f) Non-Disparagement. Executive shall not disparage, slander or injure the
business reputation or goodwill of the Company (or any subsidiary) in any material way,
including, by way of illustration, through any contact with vendors, suppliers, employees or
agents of the Company (or any subsidiary) which could harm the business reputation or
goodwill of the Company (or any subsidiary).




     (g) Confidentiality of Payments under the Plan. Executive shall keep all
aspects of this Plan not otherwise currently publicly available strictly confidential,
including but not limited to the fact, amount and/or duration of any payment under this Plan
strictly confidential, except that Executive may make necessary disclosures to his/her
attorney(s) or tax advisor(s) that are retained to advise Executive in connection with
amounts paid under this Plan.



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     (h) Remedies. To the extent permitted by law, if the Company determines that
the Executive has engaged in any of the restricted activities referenced in this Section 5,
the Company will immediately cease any unpaid severance payments and will have the right to
seek repayment of any such payments that have already been made. In addition, the covenants
and obligations of Executive with respect to confidentiality, Company property,
non-competition, non-solicitation and non-disparagement relate to special, unique and
extraordinary matters and that a violation of any of the terms of such covenants and
obligations may cause the Company irreparable injury for which adequate remedies are not
available at law. Therefore, the Company shall be entitled to an injunction, restraining
order or such other equitable relief restraining Executive from committing any violation of
the covenants and obligations under the Plan. These injunctive remedies shall be cumulative
and in addition to any other rights and remedies the Company has at law or in equity.



     6. Miscellaneous.




     (a) Survival. Sections 5(d), (e), (f), (g) and (h) (relating to
confidentiality, non-competition, non-solicitation and non-disparagement) and 6(p) (relating
to governing law) shall survive the termination of this Plan.




     (b) Binding Effect. This Plan shall be binding on, and shall inure to the
benefit of, the Company and any person or entity that succeeds to the interest of the
Company (regardless of whether such succession does or does not occur by operation of law)
by reason of a merger, consolidation or reorganization involving the Company or a sale of
all or substantially all of the assets of the Company, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the Company and
such assignee or transferee assumes the liabilities, obligations and duties of the Company,
as contained in this Plan, either contractually or as a matter of law. In the event of a
sale of assets as described in the preceding sentence, the Company shall use its reasonable
best efforts to cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder. This Plan shall also inure to the benefit
of Executive’s heirs, executors, administrators and legal representatives and beneficiaries.




     (c) Inalienability; Assignment. Except as provided under Section 6(b), in no
event may any Executive sell, transfer, anticipate, assign or otherwise dispose of any right
or interest under the Plan. At no time will any such right or interest be subject to the
claims of creditors nor liable to attachment, execution or other legal process..




     (d) Entire Plan. This Plan document constitutes the entire understanding of
the Company and the Executive with respect to the matters referred to herein. With respect
to Executives identified in Appendix A, this Plan supersedes all prior plans, policies and
practices of the Company, including provisions of a prior employment agreement, if any,
between the Executive and the Company (or a subsidiary) with respect to severance or
separation pay for the Executive. The Plan is the only severance program for such
Executives.




     (e) Severability; Reformation. In the event that one or more of the provisions
of this Plan shall become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall not be
affected thereby. In the event any of Sections 5 (d), (e), (f), (g) or (h) is not
enforceable in accordance with its



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terms, such Section(s) shall be interpreted or reformed to make such Section
enforceable in a manner which provides the Company the maximum rights permitted at law.




     (f) Waiver. Waiver by any party hereto of any breach or default by the other
party of any of the terms of this Plan shall not operate as a waiver of any other breach or
default, whether similar to or different from the breach or default waived. No waiver of any
provision of this Plan shall be implied from any course of dealing between the parties
hereto or from any failure by either party hereto to assert its or his rights hereunder on
any occasion or series of occasions.




     (g) Administration.




     (i) Powers of Administrator. The Plan is administered by the
Compensation Committee of the Board of Directors of TreeHouse Foods, Inc. The Plan
Administrator has the power, in its sole discretion, to approve and interpret the
Plan, to decide all matters under the Plan, including eligibility to participate and
benefit entitlement, and to adopt rules and procedures it deems appropriate for the
administration and implementation of the Plan. The Plan Administrator’s
determinations and interpretations shall be conclusive and binding on all
individuals. In administering the Plan, the Plan Administrator may, at its option,
employ compensation consultants, accountants, counsel and other persons to assist or
render advice and other services, all at the expense of the Company.




     (ii) Authority to Delegate. The Plan Administrator may delegate all or
part of its authority to such other person or persons as the Plan Administrator
designates from time to time. The Plan Administrator has delegated to the Senior
Vice President (SVP), Administration, of the Company authority to determine
eligibility under the Plan and authority over all aspects of day-to-day
administration of the Plan (including but not limited review of claims for
benefits). The actions of the SVP, Administration shall be final and binding on all
employees and Participants.




     (iii) Indemnification. The Company shall indemnify and hold harmless
each of the members of the Compensation Committee and any employee to whom any of
the duties of the Compensation Committee may be delegated, from and against any and
all claims, losses, costs, damages expenses or liabilities arising from any action
or failure to act with respect to this Plan, except in the case of willful
misconduct by such member or such employee. This indemnification shall be in
addition to, and not in limitation of, any other indemnification of any such member
or employee.




     (h) Claims. Any person that believes he/she is entitled to any payment under
the Plan may submit a claim in writing to the Company. Any such claim should be sent to
TreeHouse Foods, Inc., Attention: Senior Vice President of Administration, 2 Westbrook
Corporate Center, Suite 1070, Westchester, Illinois 60154. If the claim is denied (either
in full or in part), the claimant will be provided with written notice explaining the
specific reasons for the denial and referring to the provisions of the Plan on which the
denial is based. The notice will describe any additional information needed to support the
claim. The denial notice will be provided within 90 days after the claim is received. If
special circumstances



12









 







require an extension of time (up to 90 days), written notice of the extension will be
given within the initial 90-day period.




     (i) Appeal Procedure. If a claimant’s claim is denied, the claim may apply in
writing to the Compensation Committee for a review of the decision denying the claim. The
claimant then has the right to review pertinent documents and to submit issues and comments
in writing. The Compensation Committee will provide written notice of its decision on
review within 60 days after it receives a review request. If additional time (up to 60
days) is needed to review the request, the claimant will be given written notice of the
reason for the delay.




     (j) Source of Payments. All payments under the Plan will be paid in cash
(except with respect to the payment of Vested Benefits which will be paid in accordance with
the terms of the applicable Benefit Plans) from the general funds of the Company; no
separate fund will be established under the Plan and no assets will be segregated or set
aside for the sole purpose of making payments under the Plan. Any right of any person to
receive any payment under the Plan will be no greater than the right of any other unsecured
creditor of the Company.




     (k) No Expansion of Employment Rights. Neither the establishment or
maintenance of the Plan, the payment of any amount under the Plan, nor any action of the
Company, or any subsidiary thereof, shall confer upon any individual any right to be
continued as an employee nor any right or interest in the Plan other than as provided in the
Plan.




     (l) Amendment and Termination. The Company reserves the right, in its sole and
absolute discretion, to amend or terminate the Plan, in whole or in part, for any reason or
no reason, at any time and from time to time; provided, however, that no amendment or
termination of the Plan shall take effect until the expiration of a six (6) month period
from the date such amendment is adopted or such decision to terminate is made by the Board
of Directors of the Company, or its duly authorized designee. Any such amendment or
termination may affect the benefits payable to an Executive.




     (m) Headings. Headings to Sections in this Plan are for convenience only and
are not intended to be part of or to affect the meaning or interpretation hereof.




     (n) Withholding. Any payments provided for herein shall be reduced by any
amounts required to be withheld by the Company from time to time under applicable federal,
state or local income or employment tax laws or similar statutes or other provisions of law
then in effect.




     (o) Governing Law. This Plan shall be governed by the laws of the State of
Illinois without reference to principles of conflicts or choice of law under which the law
of any other jurisdiction would apply.



     IN WITNESS WHEREOF, TreeHouse Foods, Inc., by its duly authorized officer, has executed this Plan
on the date indicated below.



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	 	 	TREEHOUSE FOODS, INC.
	 	 	 	 	 
	 
	 	By:	 	/s/ Thomas E. O’Neill
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:	 	General Counsel and Chief
Administrative Officer
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date:	 	November 7, 2008
	 

	 	 	 	 





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APPENDIX A




     Tier I Executives



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Severance Period	 	Change in Control
	Title	 	Company	 	Regular Severance	 	For Regular Severance	 	Severance
	Senior Vice
President and Chief
Financial Officer

	 	TreeHouse Foods,
Inc.
	 	2x Base Salary

2x Target Incentive
Compensation
	 	24 months
	 	3x Base Salary

3x Target Incentive
Compensation






     Tier II Executives



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Severance Period	 	Change in Control
	Title	 	Company	 	Regular Severance	 	For Regular Severance	 	Severance
	Senior Vice
President—HR

	 	TreeHouse Foods,
Inc.
	 	1x Base Salary

1x Target Incentive
Compensation
	 	12 months
	 	2x Base Salary

2x Target Incentive
Compensation







     Tier III Executives




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Severance Period	 	Change in Control
	Title	 	Company	 	Regular Severance	 	For Regular Severance	 	Severance
	Vice President &
Assistant General
Counsel

	 	TreeHouse Foods,
Inc.
	 	1x Base Salary
	 	12 months
	 	1x Base Salary

1x Target Incentive
Compensation
	 
	 	 	 	 	 	 	 	 
	Senior Vice
Presidents

	 	Bay Valley Foods LLC
	 	1x Base Salary
	 	12 months
	 	1x Base Salary

1x Target Incentive
Compensation
	 
	 	 	 	 	 	 	 	 
	Vice Presidents

	 	Bay Valley Foods LLC
	 	1x Base Salary
	 	12 months
	 	1x Base Salary

1x Target Incentive
Compensation







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