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
 Conflict of Interest
 Non-Solicitation Restricted Period
 Remedies
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Indemnification
 Binding Agreement
 Successors
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Arbitration
 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.
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Choice of Law
 Modification or Termination of this Agreement Modification Effective Date
 Notices
 If to you
  If to Dole
  with a copy to
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Section 409A Compliance
 Code Section 409A
 Delay Period
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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
  three
 three
 three
 LTIP
 SERP
    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
 Additional Payments by Dole
 Gross-Up Payment Payment Excise Tax Gross-Up Payment
 Determination of Amount Accounting Firm
 Claim Process st
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    give Dole any information reasonably requested by Dole relating to such
claim;
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
    
    take such action in connection with contesting such claim as Dole will
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by Dole;
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    cooperate with Dole in good faith in order effectively to contest such claim;
and
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    permit Dole to participate in any proceedings relating to such claim;
  Refunds
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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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[Name]
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