| Item 5.02 | Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 19, 2019, TreeHouse Foods, Inc. (the “Company”) entered into Performance Unit Agreements providing for awards of special performance units (the “Awards”) under the Company’s Equity and Incentive Plan, as amended (the “EIP”), to certain of the Company’s named executive officers as follows (each at target): (i) Matthew J. Foulston – 21,349; (ii) Thomas E. O’Neill – 20,964; (iii) Erik T. Kahler – 8,078; (iv) Lori G. Roberts – 16,156; and (v) Maurice Alkemade – 16,105.
The Awards are intended to help retain and align key executives with the Company’s revised performance strategy. The Awards will vest to the extent that certain (i) key customer service goals are attained in each of calendar years 2019 (up to 1/3 of the units), 2020 (up to 1/6 of the units), and 2021 (up to 1/6 of the units), and (ii) organic revenue growth goals are attained in each of calendar years 2020 and 2021 (up to 1/6 of the units per year). If the organic revenue growth goal for calendar year 2020 is not achieved, but the cumulative organic revenue growth for calendar years 2020 and 2021 equals or exceeds the calendar year 2020 and 2021 goals in the aggregate, both related tranches of the Award will be eligible to vest.
Following certification by the Compensation Committee (the “Committee”) of the Board of Directors of the Company of performance against the objectives for each performance period, the units will be converted into stock or cash, at the discretion of the Committee, and paid out. Each recipient generally must remain employed with the Company through the end of each performance period (or, for the 2019 performance period, through the first anniversary of the date of grant) in order to be eligible to receive a payout of the Award. If a recipient’s employment is terminated (i) without cause during a performance period, the performance units will remain eligible to vest following the completion of the applicable performance period, or (ii) due to the recipient’s death, disability, or retirement, apro-rata portion of the performance units will remain eligible to vest following the completion of the applicable performance period, based on the number of days in the performance period elapsed from the date of grant through the date of termination. Recipients are subject toone-year post-employment obligations not to compete and not to solicit Company employees.
The description of the Awards set forth above is qualified in its entirety by reference to the form of Performance Unit Agreement filed as Exhibit 10.1 to this Current Report on Form8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
