ex10-1.htm


    
      	
              Exhibit
      10.1

            


    

    TREEHOUSE
FOODS, INC.

    CASH
LONG-TERM INCENTIVE AWARD 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-based and cash incentive 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 cash incentive award described in
this Agreement (the “Performance Award”) to
the Participant; and

     

    WHEREAS,
the parties hereto desire to evidence in writing the terms and conditions of the
Performance Award; 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
Performance Award.  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 Performance Award shown on the
attached Notice of Grant.  The Participant hereby accepts the Performance Award from the Company
on the terms and conditions stated herein.

     

    2. Transfer
Restrictions.  The Performance Award shall not be
assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the
Participant.

     

    3. Accrual
and Termination.

     

    (a) For each
of the Performance Periods (___________________, ________ and _____________), a
Performance Award shall accrue equal to (a)
___ of the Performance Award designated on the
Notice of Grant multiplied by (b) the applicable “Percentage of Performance Award Accrued” as
indicated on the chart below based on the achievement during the applicable
Performance Period of the Operating Net Income goal at the threshold, target or
maximum level designated below.  In addition, for the cumulative
Performance Period (_________ though _____________), a Performance Award shall accrue equal
to (i) the cumulative Performance Award
multiplied by (ii) the applicable Percentage of Performance Award Accrued as
indicated on the chart below based on the achievement earned during the
cumulative Performance Period of the Operating Net Income goal at the threshold,
target or maximum level designated below, minus (iii) any Performance Award accrued during the
Performance Periods.  For purposes of this Agreement, Operating Net
Income shall mean income
from ordinary business activities after operating expenses, income taxes
and interest are deducted, adjusted for one time and non-recurring
items.

     

    (b) The
accrued Performance Award (determined as
described in the paragraph above) shall be paid in cash on the _____ anniversary
of the Date of Grant (but no later than the 45th day after the _____
anniversary), provided that, and except as otherwise provided in paragraph (c)
below, (1) the Committee certifies the attainment of such Operating Net Income
goals in the manner set forth in the Plan and (2) the Participant continues to
be employed by the Company (or an Affiliate) through the ______ anniversary of
the Date of Grant.

     

    (c) If the
Participant’s Service terminates during one of the Performance Periods due to
death, Disability or  Retirement, or the
Company terminates the Participant’s Service without Cause during a Performance
Period, the Participant shall receive any portion of the Performance Award accrued in prior
Performance Periods, plus a pro rata portion of the Performance Award that would have
accrued for the Performance Period in which such Participant’s death,
Disability, Retirement, or termination by the Company without Cause
occurs.  Such pro rata portion shall be based on the number of full
calendar months of the Participant’s Service during the applicable Performance
Period divided by the length of that Performance Period.  The
Participant will receive the cumulative Performance Award if the Participant is
employed through _________ Such Performance Award shall be paid on
the anniversary of the Date of Grant immediately following the end of the
Performance Period in which such Participant’s death, Disability, Retirement, or
termination by the Company without Cause occurs (but no later than the 45th day
after such anniversary).  Notwithstanding the preceding sentence, if
the Participant is a “specified employee” as determined under Section 409A of
the Internal Revenue Code of 1986, as amended, and (1) his or her Service
terminates during one of the Performance Periods due to Retirement or (2) the
Company terminates the Participant’s Service without Cause during a Performance
Period, such Participant shall receive such Performance Award on the date that is the later
of: (A) the first day following the six month anniversary of the Participant’s
separation from Service, or (B) the anniversary of the Date of Grant immediately
following the end of the Performance Period in which such Participant’s
Retirement or termination by the Company without Cause occurs (but no later than
the 45th day after such date).

    
      
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                      Performance
      Period(s)

                    	 
      	
                      Threshold Operating
      Net Income Goal

                    	 
      	
                      Target Operating Net
      Income Goal

                    	 
      	
                      Maximum Operating Net
      Income Goal

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


            

          

        

      

    

     

     

    
      
        	
                Achieved Operating Net
      Income

              	
                Percentage
      of Performance Award
      Accrued**

              
	
                Below
      Threshold

              	
                0%

              
	
                Threshold

              	
                __%

              
	
                Target

              	
                ___%

              
	
                Maximum

              	
                ___%

              


      

    

    **Such percentage shall be prorated for
any achievement between threshold, target and maximum.

     

    4. Forfeiture.  Except
as provided in paragraph 3, the Performance Award shall be forfeited
to the Company upon the Participant’s termination of employment with the Company
and its Affiliates for any reason prior to 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. Tax
Withholding.  The Company shall have the right to withhold from the
Performance Award payable to the
Participant an amount sufficient to satisfy all federal, state and local
withholding tax requirements as provided in the Plan.

     

    6. Plan
Incorporated.                                           The
Participant accepts the Performance Award
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.

     

    7. Miscellaneous.

     

    (a) No
Guaranteed Service or Employment.  Neither the granting of the Performance Award, nor any provision
of this Agreement or the Plan, shall (a) affect the right of the Company to
terminate the Participant at any time, with or without Cause, or (b) 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.

     

    (b) Notices.  Any
notice to be given to the Company under the terms of this Agreement 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.

     

    (c) Binding
Agreement.  Subject to the limitations in this Agreement on the
transferability by the Participant of the Performance Award, this Agreement
shall be binding upon and inure to the benefit of the representatives,
executors, successors or beneficiaries of the parties hereto.

     

    (d) 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.

     

    (e) 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.

     

    
      
        
        

      

      
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    (f) 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.

     

    (g) 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.

     

    (h) 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.

     

    (i) 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.

     

    (j) 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.

     

    (k) Plan
Document Governs. The Performance Award is granted
pursuant to the Plan, and the Performance
Award 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.

     

    (l) 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 shall 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.

     

    (m) 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.

     

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

     

    (o) 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 Performance Awards and
current Performance 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.

     

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

     

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