NOTICE OF GRANT OF PERFORMANCE SHARE UNIT AWARD

ANNIE'S, INC.
OMNIBUS INCENTIVE PLAN

FOR GOOD AND VALUABLE CONSIDERATION, Annie's, Inc. (the "Company") has granted on the Grant Date (set forth below), pursuant to the provisions of the Company's Omnibus Incentive Plan, as may be amended from time to time (the "Plan"), to the Participant designated in this Notice of Grant of Performance Share Unit Award (the "Notice"), the number of Performance Share Units set forth in the Notice representing the right to receive shares of Common Stock, subject to terms and conditions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Performance Share Unit Award (the "Terms and Conditions"; the Notice and the Terms and Conditions referred to collectively as the "Agreement").

Participant:

Grant Date:

Performance Period:

Target Number of Performance Share Units ("Units"):

Performance Measure: The Units shall be earned or forfeited based upon the Company's level of achievement of the cumulative compounded Adjusted Diluted EPS growth rate during the Performance Period (as set forth above) (the "Cumulative Compounded Adjusted Diluted EPS Growth Rate"), as determined by the Committee and as set forth in the table below. For purposes of calculating the Cumulative Compounded Adjusted Diluted EPS Growth Rate, "Adjusted Diluted EPS" shall be the adjusted diluted earnings per share that is generally reported by the Company's external analysts and by independent services that publish financial results such as Reuters, First Call and Fact Set. This measure will be diluted net income per share adjusted under the Plan in a manner that disregards and excludes one-time non-recurring events that do not reflect core operating results, the effects of extraordinary items as set forth in Accounting Standards Codification 225-20 (and any successor provision) or the effects of any other unusual or infrequently occurring events and transactions, including, without limitation, the effects of changes in tax laws and regulations, accounting principles and interpretations or other laws or provisions affecting reported financial results or the financial effects of any unbudgeted acquisition, start-up operation, new joint venture, disposition of any asset, or unbudgeted disposal of a business segment, division or operating unit.

The level of achievement of the Cumulative Compounded Adjusted Diluted EPS Growth Rate between threshold and target or between target and maximum shall result in a corresponding interpolated vesting percentage on a straight-line basis as determined by the Committee. The level of achievement of the Cumulative Compounded Adjusted Diluted EPS Growth Rate shall be determined in writing by the Committee as provided in the Terms and Conditions. Except as provided in the Terms and Conditions, the Participant must not incur a Termination of Service prior to completion of the Performance Period in order to be entitled to receive a payment upon settlement of the Units (as provided in Section 1 (e) of the Terms and Conditions).

Accelerated Vesting: The Units shall be subject to accelerated vesting in accordance with the terms of Section 4 of the Terms and Conditions.

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