Form of Omnibus Incentive Plan IPO Performance Share Award Agreement



 Exhibit 10.32 
 FORM OF NOTICE OF GRANT OF PERFORMANCE SHARE AWARD 
 ANNIE’S, INC.

 OMNIBUS INCENTIVE PLAN 
 FOR GOOD AND VALUABLE CONSIDERATION, Annie’s, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Company’s Omnibus Incentive Plan (the “Plan”), to the
Participant designated in this Notice of Grant of Performance Share Award (the “Notice”) the right to receive the value of the Performance Share Units set forth in the Notice or the value thereof, subject to certain restrictions as
outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Performance Share Award (the Notice and the Terms and Conditions referred to collectively as the “Agreement”). 

Participant: [                    ]

 Grant Date: [Date of IPO] 
 Target # of Performance Share Units: [                    ] 

Performance Measures: The Units shall be deemed subject to forfeiture based upon the level of achievement of the following performance goal,
measured over the Performance Cycle: 
  

			
	 Cumulative Compounded EPS Growth Rate
	  	 Units Earned as a Percent of Target

	 [        ]
	  	150% (maximum)
	 [        ]
	  	100% (target)
	 [        ]
	  	50% (threshold)
	 Below [        ]
	  	0%

 Achievement of the Performance Measure between threshold and target shall result in a corresponding interpolated vesting
percentage as determined by the Committee. Similarly, achievement of the Performance Measure between target and maximum shall result in a corresponding interpolated vesting percentage as determined by the Committee. The level of achievement of the
Target Performance Measure shall be determined in writing by the Committee as soon as practicable following the end of the Performance Cycle. Except as provided in the Terms and Conditions, the Participant must not incur a Termination of Service
prior to completion of the Performance Cycle in order to be entitled to an award. 
 Accelerated Vesting: The Performance Share Units
shall be subject to accelerated vesting in accordance with the terms of Section 4 of the Terms and Conditions. 
 Dividend Units:
Prior to vesting and settlement of the Performance Share Units, the Units shall accrue Dividend Units in accordance with Section 1(c) of the Terms and Conditions. 







 By signing below, the Participant agrees that this Performance Share Award is granted under and governed by
the terms and conditions of the Company’s Omnibus Incentive Plan, as amended from time to time, and the attached Terms and Conditions. 
  

							
	Participant	    	Annie’s, Inc.
			
	  
	    	By:	 	  

		 		    	Title:	 	  

	Date:	 	  
	    	Date:	 	  



  
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 TERMS AND CONDITIONS OF PERFORMANCE SHARE UNIT AWARD 

These Terms and Conditions of Performance Share Unit Award relate to the Notice of Grant of Performance Share Unit Award (the “Notice”)
attached hereto, by and between Annie’s, Inc. (the “Company”), and the person identified in the Notice (the “Participant”). 
 The Committee has approved an award to the Participant under the Company’s Omnibus Incentive Plan of the right to receive the value of a number of Performance Share Units, subject to such
restrictions contained in the Notice and these Terms and Conditions, and conditioned upon the Participant’s acceptance of the provisions set forth in the Notice and these Terms and Conditions within 60 days after the Notice and these Terms and
Conditions are presented to the Participant for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference to any Subsidiary or Affiliate. 

1. Grant of Performance Share Units. 
 (a) As of the Grant Date set forth in the Notice, the Company grants to the Participant the number of target Performance Share Units set forth in the Notice (the “Units”), which represent a
corresponding number of shares of the Company’s common stock (“Shares”), a percentage of which may be awarded to the Participant following the Performance Cycle (as defined in Section 3(a) below) based on the Committee’s
determination of the extent to which the target Performance Measures set forth in the Notice of Grant have been met. The Units are subject to the restrictions set forth in Section 2 of this Agreement and the applicable provisions of the Plan.

 (b) The Units granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the
Performance Cycle. If and when the restrictions set forth in Section 2 expire in accordance with the terms of this Agreement, and upon the satisfaction of all other applicable conditions as to the Units, unless otherwise determined by the
Committee, such Units (and any related Dividend Units described in Section 1(c) below) not forfeited pursuant to Section 4 hereof shall be settled in Shares as provided in Section 1(e) of this Agreement and otherwise in accordance
with the Plan. 
 (c) With respect to each Unit, whether or not vested, that has not been forfeited (but only to the extent such
award of Units has not been settled), the Company shall, with respect to any cash dividends paid on the Shares, accrue and credit to the Participant’s bookkeeping account a number of Units having a Fair Market Value as of the date such dividend
is paid equal to the cash dividends that would have been paid with respect to such Unit if it were an outstanding Share (the “Dividend Units”). These Dividend Units thereafter shall (i) be treated as Units for purposes of future
dividend accruals pursuant to this Section 1(c); and (ii) vest in such amounts (rounded to the nearest whole Unit) at the same time as the Units with respect to which such Dividend Units were received. Any dividends or distributions on
Shares paid other than in cash shall accrue in the Participant’s bookkeeping account and shall vest at the same time as the Units in respect of which they are made (in each case in the same form, based on the same record date and at the same
time, as such dividend or other distribution is paid on such Share). 
 (d) The Company’s obligations under this Agreement
(with respect to both the Units and the Dividend Units, if any) shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made. The rights of Participant under this Agreement
shall be no greater than those of a general unsecured creditor of the Company. In addition, the Units shall be subject to such restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which Shares are then listed, any Company policy and any applicable federal or state securities law. 







 (e) Except as otherwise provided in this Agreement, settlement of the Units in accordance
with the provisions of this Section 1(e) shall be delivered as soon as practicable after the end of the Performance Cycle, and upon the satisfaction of all other applicable conditions as to the Units (including the payment by the Participant of
all applicable withholding taxes). The Units so payable to the Participant shall be paid solely in Shares based on the Fair Market Value of the Shares (determined as of the business day immediately preceding the date of payment), or in a combination
of the two, as determined by the Committee in its sole discretion. 
 2. Restrictions. 

(a) The Participant shall have no rights as a stockholder of the Company by virtue of any Unit unless and until such Unit vests and
resulting Shares are issued to the Participant. 
 (b) None of the Units may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the Performance Cycle, except as may be permitted by the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan.

 (c) Any attempt to dispose of the Units or any interest in the Units in a manner contrary to the restrictions set forth in
this Agreement shall be void and of no effect. 
 3. Performance Cycle and Vesting. The “Performance Cycle” is the
period beginning at the end of the fiscal quarter immediately preceding the Date of Grant and ending March 31, 2015. At the close of the Performance Cycle, the Committee shall determine the extent to which the applicable Performance Measures
have been achieved and authorize settlement of the Units to the extent such Units become issuable or payable as a result of such performance. Settlement of the Units will occur as soon as practicable thereafter in accordance with Section 1(e)
above, but in any event will be no later than December 31, 2015. The Committee’s determination of the number of Units that will vest and become payable hereunder shall be final and binding on the Participant 

4. Forfeiture. 

(a) If during the Performance Cycle (i) the Participant incurs a Termination of Service with the Company for any reason other than
as described in Sections 4(b) or 4(c), (ii) there occurs a material breach of these Terms and Conditions by the Participant, or (iii) the Participant fails to meet the tax withholding obligations described in Section 5(a) hereof, all
rights of the Participant to the Units that have not vested in accordance with Section 3 as of the date of such event shall terminate immediately and be forfeited in their entirety. 

(b) In the event of the Participant’s Termination of Service during the Performance Cycle due to the Participant’s death or
disability, the target number of Performance Share Units set forth in the Notice shall be deemed immediately vested and no longer subject to forfeiture. 
 (c) Notwithstanding the foregoing, the following provisions shall apply in the event of a Change in Control: 
 (i) If the Units are assumed or replaced by the successor entity in connection with such Change in Control, then the Units will be converted to shares of time-based restricted stock without pro-ration for
any portion of the Performance Cycle that has elapsed following the Grant Date, as follows: (x) if such Change in Control occurs prior to the 18th month anniversary of the first day of Performance Cycle, then the Units will be converted into a number of shares of
restricted stock equal to the number of Shares that would be payable upon settlement of the Units upon achievement of the performance goal at target level, and any Units not subject to conversion will be forfeited, and (y) if such Change in
Control occurs after the 18th month anniversary of the
first day of Performance Cycle, then the Units will be converted into a number of shares of restricted stock equal to the number of Shares that would be payable upon settlement of the Units upon achievement of the performance goal based on actual
performance through the date of the Change in Control, and any Units not subject to conversion will be forfeited. 

  
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 (ii) Any shares of restricted stock issued as a result of conversion under sub-section
(i) shall vest in full upon the first to occur of: (x) subject to the Participant delivering a fully effective release of claims in a form provided by the Committee, the Participant’s Termination of Service without Cause occurring
within 24 months following the Change in Control; (y) subject to the Participant or his estate, as applicable, delivering a fully effective release of claim in a form provided by the Committee, the Participant’s Termination of Service due
to death or disability at any time following the Change in Control; and (z) March 15, 2015 subject to the Participant’s not having incurred a Termination of Service prior to such date. Any shares of restricted stock that do not become
vested in accordance with the prior sentence shall be forfeited upon the Participant’s Termination of Service. 
 (iii) If the Units are not assumed or replaced by the successor entity in connection with such Change in Control, then the Units will vest and be payable upon such Change in Control without pro-ration for
any portion of the Performance Cycle that has elapsed following the Grant Date, as follows: (x) if such Change in Control occurs prior to the 18th month anniversary of the first day of Performance Cycle, then the Units will vest based upon achievement of the
performance goal at target level, and (y) if such Change in Control occurs after the 18th month anniversary of the first day of Performance Cycle, then the Units will vest based upon achievement of the performance goal based on actual performance through the date of the Change in Control, and
any Units not vested in accordance with the foregoing will be forfeited. 
 (d) The remainder of any Units that have not or do
not become vested or converted to restricted stock in accordance with the terms of Section 3 or this Section 4 shall terminate immediately and be forfeited in their entirety. 
 5. Withholding. 
 (a) The Committee shall determine the amount of
any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Participant with respect to the Units. The Participant shall be required to meet any applicable tax withholding
obligation in accordance with the provisions of the Plan. 
 (b) Subject to any rules prescribed by the Committee, the
Participant shall have the right to elect to meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole Shares whose Fair Market Value is equal to the amount of any taxes required to be
withheld with respect to such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of Shares and cash. 

  
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 6. Committee’s Discretion. Notwithstanding any provision of this Agreement to the
contrary, the Committee shall have discretion to waive any forfeiture of the Units as set forth in Section 4 hereof, the Performance Cycle and any other conditions set forth in this Agreement. 

7. Covenants and Conditions on Awards and Recovery. 
 (a) Covenants. As a condition for participation in the Plan and the receipt of any benefits under this Agreement, the Participant agrees and covenants that at any time during the Participant’s
service with the Company and for a period of twenty-four (24) months following the Participant’s Termination of Service for any reason, the Participant shall not, directly or indirectly, (1) disclose or use any confidential
information pertaining to the Company, its Affiliates or its Subsidiaries other than in the proper performance of the Participant’s duties or responsibilities with respect to the Company; (2) attempt, directly or indirectly, to induce any
employee of the Company, its Affiliates or its Subsidiaries to be employed or perform services elsewhere; or (3) disparage the Company, its Affiliates or its Subsidiaries or any of their respective officers or directors. The determination of
whether any conduct, action or failure to act falls within the scope of activities contemplated by this Section shall be made by the Committee, in its discretion, and shall be final and binding upon the Participant. A determination that any
particular conduct, action or failure falls outside the scope of activities contemplated by this Section shall not imply that, or be determinative of whether, such conduct, action or failure is otherwise lawful or appropriate. 

(b) Recovery of Award Upon Violation of Covenants. In the event that the Committee determines that the Participant has violated
any of the covenants contained in Section 7(a), then: 
 (i) all of the Participant’s unvested Units
shall be forfeited immediately and all rights of the Participant with respect to such Units shall terminate; and 

(ii) to the extent that the Participant has received cash in settlement of any Units upon vesting of such Units, the
Participant upon notice from the Company of the Participant’s obligations under this Section 7(b)(ii), shall immediately deliver to the Company an amount in cash equal to the payment previously received by the Participant in settlement of
the vested Units. 
 The notice described in subsection (ii) above may be given at any time within twelve months after the
expiration of the applicable covenant period under Section 7(a). 
 (c) Recovery of Compensation in Connection with
Financial Restatement. Notwithstanding any other provision of this Agreement, if the Board determines that the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement under
the law within a period of three (3) years following the original issuance of such financial statements (or such longer period as may be required under applicable law), whether such noncompliance is the result of misconduct or other
circumstances, the Participant shall be required to reimburse the Company for any amounts earned or payable with respect to this Award to the extent the Board reasonably determines that the amount earned by or paid to the Participant exceeds the
amount earned or payable based on the restated financial statements, or otherwise to the extent required by and in accordance with applicable law and any Company policies. 

  
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 (d) Retention of Settled Shares in Compliance with Company Share Ownership and Retention
Policies. The Units and any Shares acquired upon settlement of any vested Units shall be subject to compliance with any applicable share ownership or retention policies adopted from time to time by the Company. 

8. Defined Terms. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Plan. 

9. Nonassignability. The Units may not be sold, assigned, transferred (other than by will or the laws of descent and distribution, or to an
inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions on such Units, as set forth in this
Agreement, have lapsed or been removed. 
 10. Participant Representations. The Participant hereby represents to the Company that
the Participant has read and fully understands the provisions of the Notice, these Terms and Conditions and the Plan and the Participant’s decision to participate in the Plan is completely voluntary. Further, the Participant acknowledges that
the Participant is relying solely on his or her own advisors with respect to the tax consequences of this award. 
 11. Regulatory
Restrictions on the Units. Notwithstanding any other provision of the Plan, the obligation of the Company to issue Shares in connection with this Award under the Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares pursuant to this Agreement prior to the satisfaction of all legal requirements relating to the issuance of
such shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. 
 12.
Miscellaneous. 
  

	 	12.1	Notices. All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under these Terms and
Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to
such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein. 


 

	 	12.2	Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent
breach. 

  

	 	12.3	Entire Agreement. These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter
hereof. 

  

	 	12.4	 Binding Effect; Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited
herein, their respective heirs, 



  
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successors, assigns and representatives. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective
heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities. 

  

	 	12.5	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 


 

	 	12.6	Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or
interpretation of any of the terms or provisions of these Terms and Conditions. 

  

	 	12.7	Conflicts; Amendment. The provisions of the Plan are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of
this Agreement and the Plan, the provisions of the Plan shall control. The Agreement may be amended at any time by written agreement of the parties hereto. 


 

	 	12.8	No Right to Continued Employment. Nothing in this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or
affect the right of the Company to terminate the Participant’s employment or service at any time. 

  

	 	12.9	Further Assurances. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional
documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan. 



  
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