0001193125-13-094385 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among PINNACLE FOODS INC. and the other parties hereto Dated as of [ ], 2013
Registration Rights Agreement • March 7th, 2013 • Pinnacle Foods Inc. • Food and kindred products • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [ ], 2013 and is by and among Pinnacle Foods Inc., a Delaware corporation (the “Company”), the Blackstone Group (as defined below) and the Management Stockholders (as defined below).

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PINNACLE FOODS INC. NONQUALIFIED STOCK OPTION AGREEMENT
Omnibus Incentive Plan • March 7th, 2013 • Pinnacle Foods Inc. • Food and kindred products • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Pinnacle Foods Inc., a Delaware corporation or any successor thereto (the “Company”) and the participant identified on the signature page attached hereto (the “Participant”).

STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2013 AMONG PINNACLE FOODS INC. AND THE OTHER PARTIES HERETO
Stockholders Agreement • March 7th, 2013 • Pinnacle Foods Inc. • Food and kindred products • Delaware

This Stockholders Agreement is entered into as of [ ], 2013 by and among Pinnacle Foods Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).

RESTRICTED STOCK AGREEMENT (Conversion Replacement Award – Converting Class A-2 Units and Class B Units into Shares and Restricted Shares)
Restricted Stock Agreement • March 7th, 2013 • Pinnacle Foods Inc. • Food and kindred products • Delaware

THIS AGREEMENT (the “Agreement”) is made effective as of the date set forth on the Signature Page attached hereto (the “Date of Grant”) between Pinnacle Foods Inc., a Delaware corporation (the “Company”), and the participant identified on the Signature Page attached hereto (the “Participant”).

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