Exhibit 10.19
 CHANGE OF CONTROL AGREEMENT
 
   Benefits Following Change of Control and Termination of Employment
 Protected Period Qualified Termination
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Termination
 No Mitigation of Damages; Withholding
    Release . Notwithstanding anything to the contrary in this Agreement, our obligation to
make any payment provided for in this Agreement upon or after a termination of service (other than
as a result of your death) is expressly made subject to and conditioned upon (a) your prior
execution of a release substantially in the form of Exhibit C, attached at the end of this
Agreement, within 90 days after the date of Termination and (b) such release becoming effective and
irrevocable in accordance with its terms, within 90 days after the date of Termination. Pending
the delivery of the release and expiration of any and all applicable statutory waiting periods, no
such payment will be due hereunder.
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Employee Covenants
 Unauthorized Disclosure Unauthorized
Disclosure
 1)
    
    your disclosure (without the prior written consent of Dole)2)
    
    to any person (other than an employee of Dole or a Dole
subsidiary or a person to whom disclosure is reasonably necessary or
appropriate in connection with your performance of your duties as an employee
and/or officer of Dole or a Dole subsidiary)3)
    
    of any confidential information relating to the business or
prospects of Dole (including, but not limited to, any confidential information
with respect to any of Doles customers, products, methods of distribution,
strategies, business and marketing plans and business policies and practices),4)
    
    except (i) to the extent disclosure is or may be
required by law, by a court of law or by any governmental agency or other
person or entity with apparent jurisdiction to require you to divulge, disclose
or make available such information or (ii) in confidence to an attorney or
other advisor for the purpose of securing professional advice concerning your
personal matters provided such attorney or other advisor agrees to observe
these confidentiality provisions;5)
    
    provided, however, that Unauthorized Disclosure shall
not include your use or disclosure, without consent, of any information known
generally to the public or known within Doles trade or industry (other than as
a result of disclosure by you in violation of this section 5(a)).
  Conflict of Interest
 1)
    
    own, manage, operate, join, control, be employed by, consult
with or participate in the ownership, management, operation or control of, or
be connected with (as a stockholder, partner, or otherwise),2)
    
    any business, individual, partner, firm, corporation or other
entity that competes, directly or indirectly, with Dole;3)
    
    provided, however, that your beneficial ownership (as
that term is defined in Rule 13d-3 under the Exchange Act), either individually
or as a member of a group for purposes of Section 13(d)(3) under the Exchange
Act and the regulations promulgated thereunder, of not more than two percent
(2%) of the voting stock of any publicly-held corporation shall not be a
violation of this Agreement.
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Non-Solicitation Restricted Period
 1)
    
    interfere with or harm, or attempt to interfere with or harm,
the relationship of Dole, with any person who at any time was an employee,
consultant, supplier, licensor, licensee, contractor, agent, strategic partner,
distributor or customer of Dole or a subsidiary of Dole or otherwise had a
business relationship with Dole; or2)
    
    solicit, induce or recruit the employment or services of
(whether as an employee, officer, director, agent, consultant or independent
contractor), except as otherwise agreed to in writing by Dole, any individual
who, at the time of such solicitation, inducement or recruitment, was an
employee, officer, director, or individual serving as agent, consultant or
independent contractor of Dole or a subsidiary of Dole.
 Remedies
 1)
    
    You acknowledge that you have carefully read and considered all
the terms and conditions of this Agreement, including the restraints imposed
upon you pursuant to this section 5.2)
    
    You acknowledge that Dole hereby notifies you that each of
these restraints are necessary for the protection of the goodwill, confidential
information, trade secrets and other legitimate interests of Dole; and you
agree that each of these restraints is reasonable in respect to subject matter,
length of time and geographic area, and that these restraints will not prevent
you from obtaining other suitable employment during the period in which you are
bound by such restraints.3)
    
    You acknowledge that Dole hereby notifies you that any breach
of the terms of this section 5 would result in irreparable injury and damage to
Dole for which Dole would have no adequate remedy at law; and you agree that in
the event of said breach or any threat of breach, Dole shall be entitled to
seek an immediate injunction and restraining order to prevent such breach
and/or threatened breach by you and/or any and all persons and/or entities
acting for and/or with you, without having to prove damages or posting a bond,
in addition to any other remedies to which Dole may be entitled at law or in
equity. Should a court or arbitrator determine, however, that any provision of
this section 5 is unreasonable, either in period of time, geographical area, or
otherwise, the parties hereto agree that such provision should be interpreted
and enforced to the maximum extent which such court or arbitrator deems
reasonable.4)
    
    The provisions of this section 5 shall survive any termination
of this Agreement or your employment with Dole, and the existence of any claim
or cause of action by you against Dole, whether predicated on this
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Agreement or otherwise, shall not constitute a defense to the enforcement by
Dole of the covenants and agreements of this section 5; provided, however,
that this paragraph shall not, in and of itself, preclude you from defending
yourself against the enforceability of the covenants and agreements of this
section 5.
 Indemnification
 Binding Agreement
 Successors
 Arbitration
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Confidentiality
 Restraint on Alienation .
 Termination Prior to Change of Control Date . Notwithstanding section 15, but subject
to the last sentence of section 1(a), if, prior to the first Change of Control Date, your
employment with Dole terminates, then all of your rights under this Agreement terminate, and this
Agreement will be deemed to have been terminated on the date of your termination.
 Strict Compliance; Severability; Integration.
 Choice of Law
 Modification or Termination of this Agreement
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Modification Effective Date
 Notices
 If to you
 If to Dole      with a copy to
  Section 409A Compliance
 Code Section 409A
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Delay Period
     DOLE FOOD COMPANY, INC.[Title][Title]Agreed and Accepted:Date:
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APPENDIX 1  Definitions
 Accrued Obligations
 Affiliate
 Associate
 Change of Control
 Change of Control Date
 Disability
 Notice of Termination
 Termination by us for Cause, Terminated by us for Cause Cause Termination by us other than for Cause
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Termination by you for Good Reason Terminated by you for Good Reason Good Reason Termination by you other than for Good Reason
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APPENDIX 2  Additional Definitions
 Change of Control
 Person Exchange Act Beneficial Owner
 Incumbent Board
 Fundamental Transaction parent Resulting Entity
 Asset Sale Transferee Entity
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Corporation
 Dole
 Subsidiary
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Exhibit A
 Amount of Severance Pay and Benefits Following Qualified Termination
  two
 two
 two
 LTIP
    Pro rata portion
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Your severance pay and benefits listed above and/or those provided to you under other agreements,
plans or arrangements with Dole, are subject to adjustment as provided in Exhibit B.
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Exhibit B  Adjustment to Severance Pay and Benefits
 Adjustments
 Determinations Accounting Firm
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Exhibit C  Form of General Release Agreement
 Agreement Executive Company
 Date of Termination date of Termination
 Payment Contingent upon Release Change of Control Agreement
 Payment Amount
 Return of Company Property
 Satisfaction and Release of All Obligations Owed Releasees ADEA
 Release of Liability Related to Termination
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Covenants
 Waiver of Section 1542
 Waiver of ADEA Rights
 Confidential Information
 Waiver of Claims for Damages
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Severability
 Arbitration of Disputes
   Entire Understanding
 Governing Law
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EXECUTIVE
    
    
    
    DOLE FOOD COMPANY, INC.[Name]
    
    
    
    [Title][Title]
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