TREEHOUSE FOODS, INC. and THE BANK OF NEW YORK, as Rights Agent FORM OF RIGHTS AGREEMENT dated as of ________ __, 2005Rights Agreement • June 9th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
FORM OF TAX SHARING AGREEMENTTax Sharing Agreement • June 9th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS TAX SHARING AGREEMENT (the “Agreement”) dated as of [ ], 2005 by and among Dean Foods Company, a Delaware corporation (“Distributing”), TreeHouse Foods, Inc., a Delaware corporation and an indirect subsidiary of Distributing (“Controlled”), and each Controlled Affiliate (as defined below), is entered into in connection with the Distribution (as defined below).
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 9th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS AGREEMENT (the “Agreement”) for the performance of transition services is dated as of [ ], 2005, between Dean Foods Company (“Dean”), a Delaware corporation, and TreeHouse Foods, Inc. (“TreeHouse”), a Delaware corporation.
FORM OF CO-PACK AGREEMENTCo-Pack Agreement • June 9th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS CO-PACK AGREEMENT (“Agreement”) is dated and effective as of [___], 2005 (“Effective Date”), by and between Dean Foods Company (“Dean”), a corporation organized and existing under the laws of the State of Delaware, and TreeHouse Foods, Inc. (“TreeHouse”), a corporation organized and existing under the laws of the State of Delaware.
FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 9th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties
This Employee Matters Agreement, dated as of ___, 2005, is between Dean Foods Company (“Dean”), a Delaware corporation, and TreeHouse Foods, Inc. (“TreeHouse”), a Delaware corporation (the “Agreement”).
Form of Distribution Agreement Dated as of [_________], 2005 Between Dean Foods Company and TreeHouse Foods, Inc.Distribution Agreement • June 9th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS DISTRIBUTION AGREEMENT is made on [___], 2005 by and between Dean Foods Company, a Delaware corporation (“Dean”), and TreeHouse Foods, Inc., a Delaware corporation (“TreeHouse”).
To: Sam K. Reed David B. VermylenEmployment Agreement and Stockholders Agreement • June 9th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties
This memorandum is intended to amend that certain Employment Agreement dated as of January 27, 2005 (the “Employment Agreement”) by and between TreeHouse Foods, Inc., f/k/a Dean Specialty Foods Holdings, Inc. (the “Company”), and you pursuant to Section 10(k) of the Employment Agreement. This memorandum is further intended to amend that certain Stockholders Agreement dated as of January 27, 2005 (the “Stockholders Agreement”) among the Company, Dean Foods Company, all of you and certain other individuals who may become a party thereto, pursuant to Section 12 of the Stockholders Agreement.
FORM OF TRADEMARK LICENSETrademark License • June 9th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Trademark License (the “Agreement”) is made and entered into between TreeHouse Foods, Inc., a Delaware corporation (“TreeHouse”) and Dean Foods Company, a Delaware corporation (“Dean”) as of the Distribution Date set forth below.
FORM OF TRADEMARK LICENSETrademark License Agreement • June 9th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Trademark License (the “Agreement”) is made and entered into between TreeHouse Foods, Inc., a Delaware corporation (“TreeHouse”) and Dean Foods Company, a Delaware corporation (“Dean”), Dean Intellectual Property Services II, L.P., a Delaware limited partnership (“Dean IP II”), and Dean Specialty Intellectual Property Services, L.P., a Delaware limited partnership (“Dean IP”), as of the Distribution Date set forth below.
