ex10-5.htm


    
      	
              Exhibit
      10.5

            


    

    


     

    TREEHOUSE
FOODS, INC.

    NON-STATUTORY
STOCK OPTION 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 Non-statutory Stock Option described
in this Agreement (the “Option”) to the Participant; and

     

    WHEREAS,
the parties hereto desire to evidence in writing the terms and conditions of the
Option; 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
Option.  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, an Option to purchase all or any portion of the
number of shares shown on the attached Notice of Grant for the per share price
shown on the attached Notice of Grant (the “Exercise Price”).  The
Participant hereby accepts the Option from the Company.

     

    2. Vesting.  The
shares of Stock subject to the Option shall vest in
______________________________________________________________.  In
addition to the vesting provisions contained in the foregoing sentence, the
shares of Stock subject to the Options shall immediately vest in full upon (a)
termination of the Participant’s Service due to death or Disability; or (b) a
Change in Control.

     

    3. Exercise.  In
order to exercise the Option with respect to any vested portion that has not yet
expired, the Participant shall notify the Company (or its duly authorized
designee for such purpose) in writing or by electronic or other acceptable
means, in accordance with procedures established by the Company and communicated
to the Participant, either sent to the Corporate Secretary’s attention at the
Company’s principal office or to his duly authorized designee for such
purpose.  At the time of exercise, the Participant shall pay to the
Company the Exercise Price set forth on the attached Notice of Grant, multiplied
by the number of vested shares as to which the Option is being
exercised.  The Option will not be deemed to be exercised and shares
of Stock will not be issued unless and until the applicable Exercise Price is
received by the Company and the exercise is otherwise approved by the
Company.  The Participant shall make such payment (a) in cash or its
equivalent, (b) by exchanging shares of Stock owned by the Participant for at
least six months (or such greater or lesser period as the Committee may
determine from time to time), (c) if permitted by the Committee, through a
broker-assisted “cashless” exercise of the Option, or (d) any combination of the
foregoing, provided that the combined value of all cash and cash equivalents and
the Fair Market Value of any Stock tendered to the Company, valued as of the
date of such tender, is at least equal to the total applicable Exercise
Price.  In addition, the Committee may, in its discretion, allow for
the Option to be “net exercised” in which event the net amount of Stock
underlying the Option shall be delivered to the Participant upon exercise after
deducting such amount of Stock necessary to satisfy the Exercise
Price.

     

    4. Expiration
of Option.  The Option shall expire, and shall not be exercisable with
respect to any vested portion as to which the Option has not been exercised, on
the first to occur
of:_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.  Notwithstanding
any provision of the Plan or this Agreement to the contrary, the Participant may
not, under any circumstances, exercise the Option (whether or not then vested or
exercisable) following termination of the Participant’s Service for Cause, and
the unvested portion of any Option shall expire and be forfeited immediately
upon the termination of the Participant’s Service for any reason.  The
final determination of whether or not the Participant has been discharged or has
terminated Service for any of the reasons specified in this paragraph 4 will be
made by the Committee in its sole and absolute discretion.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    5. Tax
Withholding.  Any provision of this Agreement to the contrary
notwithstanding, the Company may take such steps as it deems necessary or
desirable for the withholding of any taxes that it is required by law or
regulation of any governmental authority, federal, state or local, domestic or
foreign, to withhold in connection with any of the shares of Stock subject
hereto.  Such steps shall include but shall not be limited to (a)
requiring the Participant pay to the Company, simultaneous with any exercise
pursuant to paragraph 3 above, the amount of any taxes required to be withheld
(or a reasonable estimate thereof), or (b) retaining by the Company (or the
Participant may be offered the opportunity to elect to tender) the number of
shares of Stock (or a reasonable estimate thereof) whose Fair Market Value
equals (or approximately equals) such amount required to be
withheld.  The Participant acknowledges and agrees that the
Participant is responsible for the tax consequences, if any, associated with the
grant of the Option and its exercise.

     

    6. Assignment
or Transfer of Option.  The Option is not assignable or transferable,
except in accordance with the provisions of the Plan.

     

    7. Administrative
Delay.  Option exercise requests will be processed as soon as
administratively practicable following the receipt of the Participant’s request
which is complete in all respects.  The Company shall not be liable
for any delay in exercising the option as a result of administrative delay or
error.

     

    8. Certain
Legal Restrictions.  The Company shall not be obligated to sell or
issue any shares of Stock upon the exercise of the Option or otherwise unless
and until the issuance and delivery of such shares complies with (a) Company
policies and procedures relating to insider trading or otherwise relating to
federal or state securities laws; and (b) all relevant provisions of law and
other legal requirements including, without limitation, any applicable federal
or state securities laws and the requirements of any stock exchange upon which
shares of the Stock may then be listed, as determined by the Company in its sole
discretion.  As a condition to the exercise of the Option or the sale
by the Company of any additional shares of Stock to the Participant, the Company
may require the Participant to make such representations and warranties as it
may deem necessary to comply with applicable laws.  The Company
reserves the right to delay any exercise of the Option or the delivery of shares
of Stock following such exercise and the Company shall not be liable for any
such delay or refusal to sell or issue any shares of Stock if the Company cannot
obtain authority from the appropriate regulatory bodies deemed by the Company to
be necessary to lawfully sell or issue such shares or if the Company otherwise
deems such delay or refusal to be necessary and appropriate under applicable
federal or state securities laws or pursuant to applicable Company policies and
procedures.

     

    9. Plan
Incorporated.                                           The
Participant accepts the Option 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.

     

    10. Miscellaneous.

     

    (a) No ISO
Treatment.  The Option is intended to be a non-statutory stock option
under applicable tax laws, and it is not to be characterized or treated as an
incentive stock option under such laws.

     

    (b) No
Guaranteed Service or Employment.  Neither the granting of the Option,
nor any provision of this Agreement or the Plan, shall (a) impose any obligation
upon the Participant to exercise the Option or any part thereof; (b) affect the
right of the Company to terminate the Participant at any time, with or without
Cause, or (c) shall be deemed to create any rights to employment or Service or
continued employment or continued Service on the part of the Participant or any
rights to participate in any employee benefit plan or program (other than the
Plan) of the Company or any Affiliate or to receive any benefits or rights
associated with employment or Service with the Company.  The rights
and obligations arising under this Agreement are not intended to and do not
affect the employment or Service relationship that otherwise exists between the
Company (or any Affiliate) and the Participant, whether such relationship is at
will or defined by an employment contract.  Moreover, this Agreement
is not intended to and does not amend any existing employment contract between
the Company and the Participant; to the extent there is a conflict between this
Agreement and such an employment contract, the employment contract shall govern
and take priority.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (c) No
Stockholder Rights.  Neither the Participant nor any person claiming
under or through the Participant shall be or shall have any of the rights or
privileges of a stockholder of the Company in respect of any of the shares of
Stock issuable upon the exercise of the Option herein unless and until
certificates representing such shares shall have been issued and delivered to
the Participant or such Participant’s agent.

     

    (d) Notices.  Any
notice to be given to the Company under the terms of this Agreement or any
delivery of the Option to the Company shall be addressed to the Company at its
principal executive offices, and any notice to be given to the Participant shall
be addressed to the Participant at the address set forth on the attached Notice
of Grant, or at such other address for a party as such party may hereafter
designate in writing to the other.  Any such notice shall be deemed to
have been duly given if mailed, postage prepaid, addressed as
aforesaid.

     

    (e) Binding
Agreement.  Subject to the limitations in this Agreement on the
transferability by the Participant of the Option and any shares of Stock, this
Agreement shall be binding upon and inure to the benefit of the representatives,
executors, successors or beneficiaries of the parties hereto.

     

    (f) Governing
Law.  The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Illinois and the United
States, as applicable, without reference to the conflict of laws provisions
thereof.

     

    (g) Severability.  If
any provision of this Agreement is declared or found to be illegal,
unenforceable or void, in whole or in part, then the parties shall be relieved
of all obligations arising under such provision, but only to the extent that it
is illegal, unenforceable or void, it being the intent and agreement of the
parties that this Agreement shall be deemed amended by modifying such provision
to the extent necessary to make it legal and enforceable while preserving its
intent or, if that is not possible, by substituting therefore another provision
that is legal and enforceable and achieves the same objectives.

     

    (h) Headings.  All
section titles and captions in this Agreement are for convenience only, shall
not be deemed part of this Agreement, and in no way shall define, limit, extend
or describe the scope or intent of any provisions of this
Agreement.

     

    (i) Entire
Agreement.  This Agreement constitutes the entire agreement among the
parties hereto pertaining to the subject matter hereof and supersedes all prior
agreements and understandings pertaining thereto.

     

    (j) No
Waiver.  No failure by any party to insist upon the strict performance
of any covenant, duty, agreement or condition of this Agreement or to exercise
any right or remedy consequent upon a breach thereof shall constitute waiver of
any such breach or any other covenant, duty, agreement or condition

     

    (k) Counterparts.  This
Agreement may be executed in counterparts, all of which together shall
constitute one agreement binding on all the parties hereto, notwithstanding that
all such parties are not signatories to the original or the same
counterpart.

     

    (l) Relief.  In
addition to all other rights or remedies available at law or in equity, the
Company shall be entitled to injunctive and other equitable relief to prevent or
enjoin any violation of the provisions of this Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (m) Plan
Document Governs. The
Option is granted pursuant to the Plan, and the Option and this Agreement are in
all respects governed by the Plan and subject to all of the terms and provisions
thereof, whether such terms and provisions are incorporated in this Agreement by
reference or are expressly cited.  Any inconsistency between the
Agreement and the Plan shall be resolved in favor of the Plan.  The
Participant hereby acknowledges receipt of a copy of the Plan.

     

    (n) Beneficiary
Designation. The
Participant may, from time to time, in accordance with procedures set forth by
the Committee, name any beneficiary or beneficiaries (who may be named
contingently) to whom any benefit under this Agreement is to be paid in case of
his or her death before he or she receives any or all of such
benefit.  Each such designation shall revoke all prior designations by
the Participant, shall be in a form prescribed by the Company, and will be
effective only if and when it is properly completed and filed by the Participant
in writing with the Company during the Participant’s lifetime.  In the
absence of any such valid and effective designation, benefits remaining unpaid
at the Participant’s death shall be paid to the Participant’s estate or
exercised by the Participant’s estate.

     

    (o) Administration.
This Agreement and the rights of the Participant hereunder are subject to all
the terms and conditions of the Plan, as the same may be amended from time to
time, as well as to such rules and regulations as the Committee may adopt for
administration of the Plan.  It is expressly understood that the
Committee is authorized to administer, construe, and make all determinations
necessary or appropriate, in its sole discretion, to the administration of the
Plan and this Agreement, all of which shall be binding upon the
Participant.

     

    (p) No Vested
Right to Future Awards.  Participant acknowledges and agrees that the
granting of Options under this Agreement are made on a fully discretionary basis
by the Company and that this Agreement does not lead to a vested right to
further Option awards in the future.

     

    (q) Use of
Personal Data.  By executing this Agreement, Participant acknowledges
and agrees to the collection, use, processing and transfer of certain personal
data, including his or her name, salary, nationality, job title, position, and
details of all past Option awards and current Option awards outstanding under
the Plan (“Data”), for the purpose of managing and administering the
Plan.  The Participant is not obliged to consent to such collection,
use, processing and transfer of personal data, but a refusal to provide such
consent may affect his or her ability to participate in the Plan.  The
Company, or its Affiliates, may transfer Data among themselves or to third
parties as necessary for the purpose of implementation, administration and
management of the Plan.  These various recipients of Data may be
located elsewhere throughout the world.  The Participant authorizes
these various recipients of Data to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Plan.  The Participant may, at any
time, review Data with respect to the Participant and require any necessary
amendments to such Data.  The Participant may withdraw his or her
consent to use Data herein by notifying the Company in writing; however, the
Participant understands that by withdrawing his or her consent to use Data, the
Participant may affect his or her ability to participate in the
Plan.

     

    (r) Amendment.  Any
amendment to the Agreement shall be in writing and signed by the
Company.

     

    #  #  #  #  #

     

    -4-