ex10-3.htm


    
      
        	
                Exhibit
      10.3

              


      

      TREEHOUSE
FOODS, INC.

      RESTRICTED
STOCK AGREEMENT

       

      THIS
AGREEMENT (the “Agreement”), effective as of the date indicated on the attached
Notice of Grant, is made and entered into by and between TreeHouse Foods, Inc.,
a Delaware corporation (the “Company”), and the individual named on the attached
Notice of Grant (the “Participant”).

       

      WITNESSETH:

       

      WHEREAS,
the Board of Directors of the Company has adopted and approved the TreeHouse
Foods, Inc. Equity and Incentive Plan (the “Plan”), which was approved, as
required, by the Company’s stockholders and provides for the grant of Stock
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Shares, Performance Units and other types of stock-based awards to
certain eligible Employees, Consultants and non-Employee Directors of the
Company and its Affiliates; and

       

      WHEREAS,
the Compensation Committee (the “Committee”) has selected the Participant to
participate in the Plan and has awarded the shares of restricted stock described
in this Agreement (the “Restricted Stock”) to the Participant; and

       

      WHEREAS,
the parties hereto desire to evidence in writing the terms and conditions of the
Restricted Stock; and

       

      WHEREAS,
capitalized terms used herein and not otherwise defined in this Agreement shall
have the meanings set forth in the Plan.

       

      NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained, and as an inducement to the Participant to continue
as an Employee of the Company (or an Affiliate) and to promote the success of
the business of the Company and its Affiliates, the parties hereby agree as
follows:

       

      1. Grant of
Restricted Stock.  The Company hereby grants to the Participant,
effective as of the date shown on the attached Notice of Grant (the “Date of
Grant”), and on the terms and subject to the conditions, limitations and
restrictions set forth in the Plan and in this Agreement, the number of shares
of Restricted Stock shown on the attached Notice of Grant.  The
Participant hereby accepts the Restricted Stock from the Company.

       

      2. Transfer
Restrictions.  None of the Restricted Stock shall be sold, assigned,
pledged or otherwise transferred, voluntarily or involuntarily, by the
Participant prior to the lapse of restrictions pursuant to paragraph 3, and
until permitted pursuant to the terms of the Plan.

       

      3. Lapse of
Restrictions.  Subject to paragraph 4, the restrictions set forth
in paragraph 2 shall lapse in
___________________________________________________

       

      In
addition to the lapse provisions contained in the foregoing sentence, the
restrictions on the Restricted Stock shall immediately lapse in full upon a
Change in Control.  Upon the termination of the Participant’s Service
due to death, Disability or Retirement, the restrictions on a pro rata portion
of the Restricted Stock that would be eligible for a lapse of restrictions on
the next anniversary of the Date of Grant shall lapse.  Such pro rata
portion shall be determined based on the number of full calendar months of the
Participant’s Service since the Date of Grant, or anniversary thereof, as
applicable, divided by twelve.

       

      4. Forfeiture.  All
of the Restricted Stock with respect to which restrictions have not lapsed
pursuant to paragraph 3 shall be forfeited to the Company upon the earlier
of (a) the Participant’s termination of employment with the Company and its
Affiliates for any reason or (b) the _____ anniversary of the Date of
Grant.  The final determination of whether or not the Participant has
been discharged or terminated Service for any of the reasons specified in
paragraph 3 shall be made by the Committee in its sole and absolute
discretion.

       

      5. Rights as
a Stockholder.  During the restriction period, the Participant shall
not be entitled to any of the rights of a stockholder with respect to the
Restricted Stock until such restriction lapse, including without limitation the
right to vote and tender such Restricted Stock and the right to receive
dividends and other distributions payable with respect to Stock.  Notwithstanding the
preceding sentence, the Participant shall be eligible to receive any
extraordinary dividend, as determined by the Committee.

       

      6. Tax
Withholding.  The Company shall have the right to require the
Participant to remit to the Company, or to withhold from other amounts payable
to the Participant, as compensation or otherwise, an amount sufficient to
satisfy all federal, state and local withholding tax requirements as provided in
the Plan.

       

      7. Plan
Incorporated.  The Participant accepts the Restricted Stock subject to all
the provisions of the Plan, which are incorporated into this Agreement,
including the provisions that authorize the Committee to administer and
interpret the Plan and which provide that the Committee’s decisions,
determinations and interpretations with respect to the Plan are final and
conclusive on all persons affected thereby.  Except as otherwise set
forth in this Agreement, terms defined in the Plan have the same meanings
herein.

      
        
          
          

        

        
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      8. Miscellaneous.

       

      (a) No
Guaranteed Service or Employment.  Neither the granting of the
Restricted Stock, 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 Restricted Stock, 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.

       

      (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.

       

      
        
          
          

        

        
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      (k) Plan
Document Governs. The
Restricted Stock is granted pursuant to the Plan, and the Restricted Stock 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 or
exercised by 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 Restricted Stock 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 Restricted Stock 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 Restricted Stock awards and current Restricted Stock 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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