SPECIAL PERFORMANCE UNITS - EXECUTIVES
TREEHOUSE FOODS, INC.
PERFORMANCE UNIT AGREEMENT
THIS AGREEMENT (the Agreement), effective as of the date set forth on the signature page hereto (the Date of Grant), is made and entered into by and between TreeHouse Foods, Inc., a Delaware corporation (the Company), and the individual whose name is set forth on the signature page hereto (the Participant).
WHEREAS, the Board of Directors of the Company has adopted and approved the TreeHouse Foods, Inc. Equity and Incentive Plan, as amended (the Plan), which was approved, as required, by the Companys stockholders and provides for the grant of stock-based awards 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 performance units described in this Agreement (the Units) to the Participant; and
WHEREAS, the parties hereto desire to evidence in writing the terms and conditions of the Units.
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 Units. The Company hereby grants to the Participant, effective as of Date of Grant, and on the terms and subject to the conditions, limitations and restrictions set forth in the Plan and in this Agreement, [●] Units. The Participant hereby accepts the Units from the Company.
2. Transfer Restrictions. None of the Units shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Participant prior to the conversion of Units pursuant to Section 3, and until permitted pursuant to the terms of the Plan.
3. Vesting and Conversion of Units; Termination of Service.
(a) Up to one-third (1/3) of the Units, as indicated in Table II below, will be eligible to vest based on the achievement during each Performance Period (calendar year 2019, calendar year 2020, and calendar year 2021) of the Customer Service and Organic Revenue Growth performance goals (the Performance Goals), as applicable, in accordance with Table I and Table II below. Except as otherwise provided in this Section 3, to the extent that the Committee certifies, in the manner set forth in the Plan, that the Performance Goals were not met or exceeded in the applicable Performance Period, the Units corresponding to such Performance Period for Customer Service and/or Organic
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