Delaware | 001-32504 | 20-2311383 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Two Westbrook Corporate Center, Suite 1070 Westchester, IL |
60154 (Zip Code) |
|
(Address of Principal Executive Offices) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
| Comply with Section 409A of the Internal Revenue Code of 1986, as amended (the Code) by: (A) providing that amounts payable upon a senior officers termination, pursuant to the January 27, 2005 Employment Agreements, shall be delayed six months, and (B) establishing compliant times and forms of payments for other compensation items subject to Code Section 409A (e.g., expense reimbursements, medical continuation, etc.); and | ||
| Fully documenting in writing the terms, Section 409A compliant deferral rights, and conditions of the equity awards previously granted pursuant to the January 27, 2005 Employment Agreements (including Basic Restricted Stock, Supplemental Restricted Stock Units and Stock Options) and as subject to the provisions of the TreeHouse Foods, Inc. 2005 Long-Term Incentive Plan. |
| base salary; | ||
| an annual incentive award equal to not less than 60% of his base salary, payable, if at all, upon his and/or the Companys achievement of the performance objectives, established by the Companys Board of Directors; | ||
| participation in any benefit plan maintained by the Company for its senior officers, including any life, medical, accident, or disability insurance plan, as well as any profit sharing, retirement, or deferred compensation or savings plan; | ||
| reimbursement of reasonable expenses incurred during the performance of his duties to the Company; and | ||
| indemnification against any loss or liability suffered in connection with performance of his duties. |
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| establishing compliant times and forms of payment for distributions under each of the plans; and | ||
| with respect to the Executive Deferred Compensation Plan, reducing the small cash out amount in accordance with the final 409A regulations and providing for accelerated distributions for tax issues related to Code Section 409A. |
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Exhibit No. | Description | |
10.1
|
First Amendment, executed November 7, 2008, to the Employment Agreement dated January 27, 2005, by and between TreeHouse Foods, Inc. and Sam K. Reed. | |
10.2
|
First Amendment, executed November 7, 2008, to the Employment Agreement dated January 27, 2005, by and between TreeHouse Foods, Inc. and Thomas E. ONeill. | |
10.3
|
First Amendment, executed November 7, 2008, to the Employment Agreement dated January 27, 2005, by and between TreeHouse Foods, Inc. and David B. Vermylen. | |
10.4
|
First Amendment, executed November 7, 2008, to the Employment Agreement dated January 27, 2005, by and between TreeHouse Foods, Inc. and Harry J. Walsh. | |
10.5
|
Employment Agreement, executed November 7, 2008, by and between TreeHouse Foods, Inc. and Dennis F. Riordan. | |
10.6
|
First Amendment, executed November 7, 2008, to the TreeHouse Foods, Inc. Executive Deferred Compensation Plan. | |
10.7
|
First Amendment, executed November 7, 2008, to the TreeHouse Supplemental Retirement Plan. | |
10.8
|
First Amendment, executed November 7, 2008, to the TreeHouse Foods, Inc. 2008 Incentive Plan. | |
10.9
|
First Amendment, executed November 7, 2008, to the Bay Valley Foods, 2008 Incentive Plan. | |
10.10
|
First Amendment, executed November 7, 2008, to the TreeHouse Foods, Inc. Equity and Incentive Plan. | |
10.11
|
Amended and Restated TreeHouse Foods, Inc. Executive Severance Plan. |
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TREEHOUSE FOODS, INC. |
||||
DATE: November 10, 2008 | By: | /s/ Thomas E. ONeill | ||
Thomas E. ONeill | ||||
Senior Vice President, General Counsel, Chief Administrative Office and officer duly authorized to sign on behalf of the Registrant | ||||
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Exhibit No. | Description | |
10.1
|
First Amendment, executed November 7, 2008, to the Employment Agreement dated January 27, 2005, by and between TreeHouse Foods, Inc. and Sam K. Reed. | |
10.2
|
First Amendment, executed November 7, 2008, to the Employment Agreement dated January 27, 2005, by and between TreeHouse Foods, Inc. and Thomas E. ONeill. | |
10.3
|
First Amendment, executed November 7, 2008, to the Employment Agreement dated January 27, 2005, by and between TreeHouse Foods, Inc. and David B. Vermylen. | |
10.4
|
First Amendment, executed November 7, 2008, to the Employment Agreement dated January 27, 2005, by and between TreeHouse Foods, Inc. and Harry J. Walsh. | |
10.5
|
Employment Agreement, executed November 7, 2008, by and between TreeHouse Foods, Inc. and Dennis F. Riordan. | |
10.6
|
First Amendment, executed November 7, 2008, to the TreeHouse Foods, Inc. Executive Deferred Compensation Plan. | |
10.7
|
First Amendment, executed November 7, 2008, to the TreeHouse Supplemental Retirement Plan. | |
10.8
|
First Amendment, executed November 7, 2008, to the TreeHouse Foods, Inc. 2008 Incentive Plan. | |
10.9
|
First Amendment, executed November 7, 2008, to the Bay Valley Foods, 2008 Incentive Plan. | |
10.10
|
First Amendment, executed November 7, 2008, to the TreeHouse Foods, Inc. Equity and Incentive Plan. | |
10.11
|
Amended and Restated TreeHouse Foods, Inc. Executive Severance Plan |
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