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Del Monte Foods Company

Non-Employee Director Compensation Plan




Purpose



This Non-Employee Director Compensation Plan is intended to promote the interests of Del Monte
Foods Company (the “Company”) by providing the Non-Employee Directors of the Company with
incentives and rewards that encourage superior management, growth and protection of the business of
the Company.




Annual Cash Retainers



Non-Employee Directors will receive an annual retainer of $60,000. The Lead Director will receive
an annual retainer of $15,000; the Chairperson of the Audit Committee will receive an annual
retainer of $20,000; the Chairperson of the Compensation Committee will receive an annual retainer
of $12,000; and the Chairperson of the Nominating and Corporate Governance Committee (Corporate
Governance Committee) will receive an annual retainer of $10,000. Payment of annual retainers will
be made in cash in arrears on a quarterly basis five business days following the fiscal quarter
close (the “Payment Date”). Non-Employee Directors elected or appointed to the Board between
annual stockholder meetings will receive that percentage of the annual retainer that equals the
percentage of the year (beginning from the first day of the fiscal quarter of such Director’s
appointment/election) remaining until the next annual stockholders meeting. Non-Employee Directors
terminating Board service between annual stockholder meetings will receive that percentage of the
annual retainer that equals the percentage of the year (beginning from the date of the last annual
stockholder’s meeting) that has elapsed upon the end of the fiscal quarter in which such
termination occurs.




Board Meeting Fees



Non-Employee Directors will also receive $2,000 for each Board meeting attended in person or
telephonically. Payment of fees for Board meetings attended during a fiscal quarter will be made
in arrears on the relevant Payment Date.




Committee Meeting Fees



Non-Employee Directors who are members of the Compensation Committee or Corporate Governance
Committee (including the Chairs of such Committees) will receive $1,500 for each committee meeting
attended in person or telephonically. Non-Employee Directors who are members of the Audit
Committee (including the Chair) will receive $2,000 for each committee meeting attended in person
or telephonically. Unless otherwise specified by a resolution of the Board of Directors,
Non-Employee Directors who are members of a special committee will receive $2,000 for each
committee meeting attended in person or telephonically. Payment of fees for committee meetings attended during a
fiscal quarter will be made in arrears on the relevant Payment Date.

 










 









Equity Compensation



Non-Employee Directors will also receive $80,000 annually (promptly after the annual stockholders
meeting), payable in restricted Company stock, or restricted stock units (RSU), issued pursuant to
the Del Monte Foods Company 2002 Stock Incentive Plan, or any subsequent Company stock incentive
plan adopted by the Board of Directors and approved by the stockholders, and the applicable
restricted stock/RSU agreement in effect from time to time. The number of shares payable in
Company restricted stock/RSU will be determined by dividing the equity compensation dollar amount
($80,000) by the average of the high and low stock prices on the date of grant, rounded up to the
next whole share. Subject to the terms of the applicable restricted stock/RSU agreement in effect
from time to time, the restricted stock/RSU will vest in equal portions over three years from the
date of grant. Non-Employee Directors elected or appointed to the Board between annual stockholder
meetings will receive that percentage of the annual equity compensation dollar amount that equals
the percentage of the year (beginning from the first day of the fiscal quarter of such Director’s
appointment/election) remaining until the next annual stockholders meeting. Non-Employee Directors
terminating Board service between annual stockholder meetings will receive that percentage of the annual
equity compensation dollar amount that equals the percentage of the year
(beginning from the date of the last annual stockholder’s meeting) that has elapsed upon the end of
the fiscal quarter in which such termination occurs.




Travel Reimbursement



The Company will reimburse Non-Employee Directors for travel expenses to and from Board meetings
and incurred in connection with other Company business. Non-Employee Directors are encouraged to
make travel arrangements through the Del Monte Corporate Travel Department, but directors may use
any other travel agencies or travel services that offer discounted rates. Non-Employee Directors
are also encouraged to make travel arrangements as far in advance as possible.



The Company will reimburse:





	 	•	 	Airfare.   Airfare, including commercial first/business class. The use of private
planes will be reimbursed up to the cost of a commercial flight.
	 
	 	•	 	Ground Transportation.   Transportation between airports, meeting locations, hotels and
home/office. Use of taxis or town cars (as opposed to stretch limousines) is encouraged.
	 
	 	•	 	Lodging.   Non-Employee Directors are encouraged to use the Del Monte Corporate Travel
Department to book hotel reservations to take advantage of negotiated rates, but other
travel agencies or travel services that provide discounted rates to the director may be
used. Directors are expected to select reasonable accommodations consistent with routine
business travel. The




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	 	 	 	Company will reimburse reasonable lodging related charges, including telephone charges.
Where practical, Non-Employee Directors are encouraged to use cellular phones or other
reasonable means to avoid costly hotel telephone surcharges.






	 	•	 	Meals.   Reasonable expenditures for meals while traveling on Company business,
including tips.
	 
	 	•	 	Miscellaneous.   Other reasonable business expenses.




Travel expenses incurred by a spouse or other companion are not eligible for reimbursement.



Reimbursement Procedures.   Non-Employee Directors should submit all requests for reimbursement to
the Corporate Secretary. Reimbursement requests should include a summary or cover letter of the
items for reimbursement and original receipts for all expenses exceeding $25. Further, if
reimbursement is requested for travel to an event other than a Del Monte Board or Committee
meeting, a business explanation for the travel should be included. It is expected that Internal
Audit will review travel expenses annually.




Deferred Compensation 



Pursuant to the Del Monte Foods Company Non-Employee Director Deferred Compensation Plan (the
“Deferred Plan”), Non-Employee Directors may make an election to defer receipt of any retainer,
fees or equity compensation. Such deferral will be credited in Company deferred stock units
calculated pursuant to the Deferred Plan and will be distributed in whole shares. Generally,
deferred cash will be converted into deferred stock units by dividing such cash amount by the
average of the high and low stock prices on the Payment Date, rounded up to the nearer whole share.
Generally, deferred equity compensation (shares, restricted stock or restricted stock units) will
be converted to deferred stock units on a one-for-one basis. Under no circumstances will the
deferred stock units be reconverted into cash at any time.




Stock Options



Non-Employee Directors that have received stock options shall be entitled to exercise any vested
options up to 90 days after termination of service on the Board of Directors. In addition,
Non-Employee Directors are required to hold 100% of “profit shares” attributable to option
exercises for one (1) year after exercise. A profit share is defined as option profit, net of
taxes, expressed in the form of shares.




Amendments or Modifications



The foregoing sets forth the Company’s current compensation plan for Non-Employee Directors of the
Board of Directors. The Board of Directors may, at any time, amend or modify this plan in whole or
in part.




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Administration



This plan shall be administered by the Corporate Governance Committee. The Corporate Governance
Committee also shall have the discretion to submit for approval by the Board of Directors any
amendments or modifications to this plan.





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