DOLE FOOD COMPANY, INC.
GRANT NOTICE FOR 2009 STOCK INCENTIVE PLAN
RESTRICTED STOCK
  Name of Participant:Grant Date:Number of shares of restricted stock:Vesting Schedule:
  DOLE FOOD COMPANY, INC.Participant SignatureByTitle:
    
    
    
    Address (please print):




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DOLE FOOD COMPANY, INC.
STANDARD TERMS AND CONDITIONS FOR
RESTRICTED STOCK
  1.
    
    TERMS OF RESTRICTED STOCKDole Food Company, Inc., a Delaware corporation (the Company), has granted to the
Participant named in the Grant Notice provided to said Participant herewith (the Grant
Notice) an award of a number of restricted shares (the Award or the Restricted Stock)
of the Companys common stock, par value $0.001 (the Common Stock) specified in the Grant
Notice. The Award is subject to the conditions set forth in the Grant Notice, these
Standard Terms and Conditions, and the Plan, each as amended from time to time. For
purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the
Company shall include a reference to any Subsidiary.
 2.
    
    VESTING OF RESTRICTED STOCKThe Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall
be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice
and these Standard Terms and Conditions. After the Grant Date, subject to termination or
acceleration as provided in these Standard Terms and Conditions and the Plan, the Award
shall become vested as described in the Grant Notice with respect to that number of shares
of Restricted Stock as set forth in the Grant Notice. Shares of Restricted Stock that have
vested and are no longer subject to forfeiture are referred to herein as Vested Shares.
Shares of Restricted Stock awarded hereunder that are not vested and remain subject to
forfeiture are referred to herein as Unvested Shares. In the event of the Participants
Termination of Employment either (i) by the Company without Cause or (ii) by reason of the
Participants death or Disability, all then Unvested Shares shall be deemed to vest in full
immediately prior to such Termination of Employment. Upon the Participants Termination of
Employment by the Company for Cause or by the Participant for any reason (including
Retirement), any then Unvested Shares (after taking into account any accelerated vesting
under Section 12 of the Plan or any other agreement between the Participant and the Company
(including any accelerated vesting to which the Participant is entitled in the event of a
Qualified Termination under a Change of Control Agreement between the Participant and the
Company), if applicable) held by the Participant shall be forfeited and canceled as of the
date of such Termination of Employment.




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3.
    
    RIGHTS AS STOCKHOLDERFrom and after the Grant Date, the Participant shall have all of the ownership, voting
rights, dividend rights and all other rights of a stockholder of the Company with respect to
the Restricted Stock, except that such rights as to Unvested Shares shall terminate upon the
forfeiture of such Unvested Shares as and to the extent specifically provided in Section 2
above.4.
    
    RESTRICTIONS ON RESALES OF SHARESThe Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Participant or other
subsequent transfers by the Participant of any Vested Shares, including without limitation
(a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or
coordinate the timing and manner of sales by Participant and other holders and (c)
restrictions as to the use of a specified brokerage firm for such resales or other
transfers.5.
    
    INCOME TAXESTo the extent required by applicable federal, state, local or foreign law, the Participant
shall make arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise by reason of the grant or vesting of the Restricted Stock. The
Company shall not be required to issue shares or to recognize the disposition of such shares
until such obligations are satisfied. Unless the Participant pays the withholding tax
obligations to the Company by cash or check, withholding may be effected, at the Companys
option, by withholding Common Stock issuable in connection with the Award (provided that
            shares of Common Stock may be withheld only to the extent that such withholding will not
result in adverse accounting treatment for the Company). The Participant acknowledges that
the Company shall have the right to deduct any taxes required to be withheld by law in
connection with the Award from any amounts payable by it to the Participant (including,
without limitation, future cash wages).6.
    
    NON-TRANSFERABILITY OF UNVESTED SHARESThe Participant represents and warrants that the shares of Restricted Stock are being
acquired by the Participant solely for the Participants own account for investment and not
with a view to or for sale in connection with any distribution thereof. The Participant
further understands, acknowledges and agrees that, except as otherwise provided in the Plan
or as permitted by the Administrator, the Unvested Shares may not be sold, assigned,
transferred, pledged or otherwise directly or indirectly encumbered or disposed of.7.
    
    OTHER AGREEMENTS SUPERSEDEDThe Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire
understanding between the Participant and the Company regarding the Restricted Stock.
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Any prior agreements, commitments or negotiations concerning the Restricted Stock are
superseded.8.
    
    LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCKNeither the Participant (individually or as a member of a group) nor any beneficiary or
other person claiming under or through the Participant shall have any right, title,
interest, or privilege in or to any shares of Common Stock allocated or reserved for the
purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions
except as to such shares of Common Stock, if any, as shall have been issued to such person
in connection with the Award. Nothing in the Plan, in the Grant Notice, these Standard
Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon
the Participant any right to continue in the Companys employ or service nor limit in any
way the Companys right to terminate the Participants employment at any time for any
reason.9.
    
    GENERALIn the event that any provision of these Standard Terms and Conditions is declared to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such
provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.The headings preceding the text of the sections hereof are inserted solely for convenience
of reference, and shall not constitute a part of these Standard Terms and Conditions, nor
shall they affect its meaning, construction or effect.These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.These Standard Terms and Conditions shall be construed in accordance with and governed by
the laws of the State of Delaware, without regard to principles of conflicts of law.In the event of any conflict between the Grant Notice, these Standard Terms and Conditions
and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In
the event of any conflict between the Grant Notice and these Standard Terms and Conditions,
the Grant Notice shall control.All questions arising under the Plan or under these Standard Terms and Conditions shall be
decided by the Administrator in its total and absolute discretion.
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10.
    
    ELECTRONIC DELIVERYBy executing the Grant Notice, the Participant hereby consents to the delivery of
information (including, without limitation, information required to be delivered to the
Participant pursuant to applicable securities laws) regarding the Company and the
Subsidiaries, the Plan, and the Restricted Stock via Company web site or other electronic
delivery.
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