exv10w1






Exhibit 10.1









Certain portions of this agreement, for which confidential treatment has been requested,

have been omitted and filed separately with the Securities and Exchange Commission.

Sections of the agreement where portions have been omitted have been identified in the text.








RESTATED

DEL MONTE FOODS RETAIL BROKERAGE AGREEMENT




          THIS AGREEMENT, effective as of the last date following the signatures set forth below (the
“Effective Date”) between DEL MONTE CORPORATION, a corporation with its main business office at One
Market @ The Landmark, San Francisco, California 94105, hereinafter called “Client,” and ADVANTAGE
SALES AND MARKETING LLC, a limited liability company with its main business office at 19100 Von
Karman Avenue, Suite 600, Irvine, California 92612, hereinafter called “Broker.”




          WHEREAS, Client distributes food and beverage products for human and animal consumption under
various brands including but not limited to DEL MONTE, S&W, CONTADINA, STARKIST, EATWELL, 9 LIVES,
KIBBLES ‘N BITS, COLLEGE INN, MEOW MIX, ALLEY CAT and MILK-BONE;




          WHEREAS, Client desires that Broker act as a broker in connection with the servicing,
promotion, and sale of those food and beverage products listed on Attachment A
(“Products”), which attachment Client may modify , with written notice to Broker, from time to
time, and Broker desires to so act;




          NOW, THEREFORE, Client, in consideration of certain agreements hereinafter set forth and to be
performed by Broker, hereby appoints Broker to act as broker in connection with the servicing,
promotion, and sale of the Products at the applicable brokerage rates and to the classes of trade
listed on Attachment B-1 and Attachment B-2 (“Accounts”) for direct buying accounts
located within Broker’s assigned territory listed on Attachment C (“Territory”), and
Broker, in consideration of the commissions specified herein, agrees to so act.




          The parties mutually agree as follows:





     1. All Sales Subject to Client’s Terms and Conditions. All Products represented by
Broker shall be sold subject to Client’s prices, terms, conditions, and confirmation by Client
at its main office, and in amounts and assortments authorized by, and to customers approved by
Client. Broker shall so advise the trade in receiving orders. Broker shall not solicit nor
accept orders from buyers located outside Broker’s assigned territory or assigned area of
responsibility and no commissions will be paid on any such orders whether confirmed or not.
Broker agrees to assist Client in the collection of all due invoices. All remittances due to
Client shall be made by customers directly to Client, unless otherwise instructed by Client.
Broker understands that a customer’s order shall be subject to credit approval by Client and
that Client shall be the sole judge of a customer’s credit-worthiness. If for any reason a
customer does not accept delivery or if Client does not effect delivery to a customer because in
Client’s judgment customer’s credit standing is impaired, Client shall be entitled to sell or
otherwise dispose of Products and in such event Broker shall be entitled to no commission
thereon. All orders shall be booked and transmitted in the name of the actual customer.




     2. Commission; Full Compensation. For Products sold by Broker to direct accounts
located within Broker’s territory and confirmed by the main office of Client, and subject to the
terms and conditions set forth in this Agreement, Broker shall be entitled to commissions
computed as indicated on Attachment B. Such commissions shall be based on
[**]*. Client shall not be liable for any costs or expenses of Broker in
connection with any services performed hereunder or the operation or maintenance of Broker’s
places of business. The commissions specified herein shall constitute full compensation to
Broker for all services hereunder.




     3. Promotional Programs and Trade Spending. Broker shall accurately and completely
convey to customers Client’s terms and conditions of sale and all terms and conditions of
promotional programs in which the customer is eligible to participate. Broker shall accurately
and completely convey terms and conditions of any promotional program. Broker shall use best
efforts to ensure that trade spending by Broker’s customers does not exceed amounts established
by the Client. In the event that trade spending by Broker’s customers exceeds such amounts per
SBU on a per market basis (“Overspends”) and such Overspends are the direct result of the gross negligence or willful misconduct of
Broker’s or Broker’s employees, Client shall have the right to set-off the amount of such
Overspends against commissions earned and to be earned by the Broker. Broker shall be
responsible for managing customer deductions and program performance (including Overspends and





 




			
	*  	 	CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION




 









 











unauthorized performance) but shall have no financial obligation to Client for such Overspends
and/or unauthorized performance other than if such event is a direct result of the gross
negligence or willful misconduct of Broker or Broker’s employees. Broker’s commissions shall be
adjusted only as provided for herein and in accordance with Client’s Deduction Management Policy
set forth on Attachment D, as such policy may be modified, with written notice to
Broker, from time to time.




     4. Compliance with Law. Broker agrees to act in accordance with applicable
federal, state and local laws. Broker agrees not to pay or transfer any part of commissions
received from Client to anyone other than employees of Broker other than as required by law.
Broker warrants and represents that no customer or account or representative thereof, or
governmental employee, has any ownership or financial interest, direct or indirect, in Broker.
Broker agrees to indemnify Client for expenses and losses incurred by Client and caused by
Broker’s gross negligence or actions in violation of the terms of this Agreement, or in
violation of any laws, regulations, or policies of Client, or without written authorization of
Client. Client agrees to indemnify and hold harmless Broker from and against any and all
claims, demands, actions, proceedings and costs (including reasonable attorneys’ fees), in any
way resulting from the gross negligence of Client, its employees, or agents in the performance
of this Agreement, and any loss or injury resulting from and/or arising out of products, point
of sale materials and/or other product related materials and/or goods, supplied in connection
with this Agreement, including but not limited to, any defect in merchandise, or the purpose or
use of any product manufactured, produced or distributed by Client, except to the extent of
Broker’s responsibility set forth in the preceding sentence.




     5. Fair and Equitable. Client’s policy is to treat all competitive customers on a
fair, equal, and proportionate basis. Broker agrees to follow such policy in representing the
Products under this Agreement.




     6. Ownership of Records. Files and records maintained by Broker and directly
relating to transactions between Client and Client’s customers are the property of Client and
shall be delivered to Client promptly following the written request by Client for such records.
Broker acknowledges that failure to promptly release records to Client may cause irreparable
harm to Client, and that Client shall be entitled to immediate injunctive relief to obtain such
records in addition to other remedies available at law. During the term of this Agreement
Broker shall maintain custody of such Client records in accordance with Broker’s internal
policies, however such records shall not be kept for a period shorter than as required by
applicable laws, rules and regulations; and shall permit Client or its agent(s), upon reasonable
notice, to inspect and copy such records at Client’s sole expense at a mutually agreed upon
time. Broker may make copies of such records for its internal use.




	 	7.  (a)	 	Services. Client shall establish quarterly and annual performance
objectives in consultation with Broker and Broker shall accomplish the objectives so
established and agreed upon by Client and Broker. Broker agrees to provide services as
customary in the marketplace in connection with the servicing, promotion and sale of
products comparable to the Products. Services shall include but not be limited to (a)
retail store coverage at the frequency and depth of coverage as agreed to with Client
and as provided on Attachment B-1; (b) retail services to assure the
availability for sale of Products to the consumer on the selling floor of all retail
stores; (c) category management services including but not limited to development of
new item presentations, development of business reviews for customers and Del Monte
sales personnel, item assortment work utilizing Client Category Management Systems and
other assortment tools, customizing Client corporate presentations for local customers,
complete post promotional analysis, utilizing ASMkting Spectra tools for
Consumer/Shopper insights, and creating production plan-o-grams for all appropriate
Client categories, (d) promptly providing at Client’s request consumer marketing
information which shall include but not be limited to the areas of competitive
activity, customer coverage, product distribution, national marketing information, and
other reasonable information as requested by Client; (e) activities designed to achieve
all retail objectives of Client regarding distribution, shelf placement, pricing, and
promotional merchandising support; (f) removing from sale Products not meeting Client’s
standards or policies, (g) reporting retail conditions as requested by Client, (h)
invoice management and recovery of unauthorized deductions and customer Overspends and
timely validation and clearing of open deduction balances in accordance with Client
objectives as defined for each fiscal year, (i) Atlas maintenance, and (j) conveying to
Client information concerning customers’ credit-worthiness or changes in financial
condition. In addition, Broker shall provide the Dedicated Client Team resources as
described on Attachment E hereto. Services provided hereunder shall not include
services provided by divisions of Broker which are not customarily included as part of
the principal/broker relationship, including services provided by Broker’s Integrated
Marketing Solutions and CPG3 divisions and/or any retail specific coverage service
options, not specifically set forth in this Agreement. Services not covered by this
Agreement shall be provided by Broker pursuant to a separate written contract.
	 
	 	(b)	 	Personnel. In performing services hereunder, Broker agrees to
dedicate a sufficient number of personnel to effectively accomplish Client’s
business objectives within the time frames set by Client. Client and Broker agree
to meet annually (and more often as deemed necessary by Client) to establish
necessary staffing levels, expertise, objectives and goals. Broker shall retain
responsibility for supervising Broker personnel. With respect to manager level
employees and above, Client acting in good faith shall have the right to disqualify
persons from working on Client’s account and shall have the right to approve
persons before they are assigned to Client’s account.




2









 






	 	(c)	 	Training. Broker acknowledges that training is essential to
the successful and consistent achievement of Client’s sales development objectives.
Broker agrees to provide transitional and ongoing training as directed by Client
to its personnel servicing Client’s account to the extent necessary or appropriate
to accomplish Broker’s obligations under this Agreement. Broker shall designate
and shall identify to Client regional training supervisors to provide ongoing
training to Broker personnel. Broker acknowledges that ongoing training among
Broker’s personnel shall be Broker’s responsibility and that Client’s
responsibility shall be limited to providing training guidance and direction to
Broker’s regional training supervisors.
	 
	 	(d)	 	Retailer Services. Client acknowledges that subject to the
terms of this Agreement, Broker shall act as an exclusive broker to Client in
connection with the servicing, promotion and sale of the Products for the customers
and classes of trade listed on Attachment B for the assigned territory
listed on Attachment C. If a retailer performs similar services as those
contemplated by Broker under this Agreement (“Retailer Services”) and the Retailer
charges Client (or deducts amounts due to Client) for the Retailer Services, Client
shall not deduct any amounts from Broker’s commissions related to such charges.






     8. Confidential Information. Broker and Client each acknowledges that from time to
time each party to this Agreement will have access to certain confidential and proprietary
information and systems of the other party (the “Disclosing Party”) which is generally not
available to or known by the public, in which the Disclosing Party has a legitimate protectable
interest and which has particular value to the Disclosing Party, the disclosure of which could
be harmful to the Disclosing Party’s interests (the “Confidential Information”). During the
term of this Agreement and for a period of five (5) years thereafter, Broker and Client each
agree that it shall not directly or indirectly disclose such Confidential Information to any
third party except as required by law or regulation or use any Confidential Information for any
purposes not expressly authorized in writing by the Disclosing Party. Confidential Information
means any and all information, whether disclosed in writing or orally, identified as
confidential by the Disclosing Party. For purposes of this Agreement, Client information
relating to Client business strategies, deal rates, promotional rates, marketing plans, new item
introductions and business development opportunities shall be considered Confidential
Information. Confidential Information may also include, but is not limited to: business models
and plans, proprietary computer software and sales planning and execution processes, information
and/or knowledge regarding products, processes, techniques, trade secrets, strategies and
programs, financial data, vendor and customer relationships, methods of operation and other
information or materials in any form proprietary to a party. For purposes of this Agreement,
Confidential Information shall not include the following:




	 	(a)	 	Information available in the public domain, not as a result of the
violation of any undertaking herein;
	 
	 	(b)	 	Information available to either party on a non-confidential basis prior
to disclosure of it by the other party;
	 
	 	(c)	 	Information that is available from a third party, provided that such
source is not violating any duty or agreement of confidentiality;
	 
	 	(d)	 	Information that is independently developed by a party and such
independent development can be reasonably substantiated; or
	 
	 	(e)	 	Information that is required to be disclosed by law or legal process.






     9. Non-Solicitation. During the term of this Agreement and for a period of six (6)
months following its termination, the parties agree not to, without the prior approval of the
other party (which approval shall be provided in writing or e-mail), solicit or induce any
employee of the other, either directly or indirectly, to leave such employment and/or become an
employee of the other or any company affiliated with or related to such party. Notwithstanding
the foregoing, a general solicitation, such as through a newspaper, website or trade journal,
and any hiring related thereto, shall not be prohibited by this section.




     10. No Diversion. Broker agrees not to divert Products to markets outside the
United States, and agrees not to divert Products between markets within its assigned United
States territory.



3









 






     11. Insurance. Broker agrees to purchase and maintain throughout the term of this
Agreement and for [**]* following expiration or earlier termination of this
Agreement, general liability and employee theft (crime) insurance naming Client as an additional
insured as respects its handling of the Client’s account with minimum liability limits of
[**]* per occurrence. Client shall, at its own expense, obtain and maintain
throughout the term of this Agreement and for two (2) years following expiration or earlier
termination of this Agreement, Commercial general liability insurance on an occurrence coverage
form, including but not limited to coverage for product liability and personal & advertising
injury providing protection in the amount of at least five million dollars ($5,000,000.00) per
occurrence and annual aggregate against any claims, suits, losses or damages arising as a result
of this Agreement.. Each of Broker and Client shall have the other named as an additional
insured under one another’s liability insurance policy and shall provide the other with a
certificate of insurance evidencing such coverage. Such certificate of insurance shall provide
that such insurance is not subject to cancellation without at least thirty (30) days’ prior
written notice to the other party.




     12. Software. Any software provided by Client (“Software”) is provided pursuant to
a license which shall terminate upon the termination of this Agreement. Usage of such Software
shall be subject to the following conditions: (a) it is licensed for installation on a single
computer only, (b) it may not be copied except for reasonable backup and archival purposes only,
(c) it may not be sold, rented, leased, or transferred to any other party except in connection
with a permitted assignment pursuant to Section 17 hereof, (d) use shall be limited to Client’s
business only and it may not be used for any other purpose, and (e) it may not be
reverse-engineered, decompiled, disassembled or modified. Broker shall not create any
derivatives of Software and shall not remove any product identification, copyright notices or
other indicia or ownership. Upon the termination of this Agreement, Broker shall remove all
Software from the computer on which it resides and return to Client or destroy any media or
materials holding, describing or otherwise related to such Software.




	 	13.  (a)	 	Term. This Agreement shall have an initial term beginning on the
Effective Date and ending on April 30, 2009. Thereafter, the Agreement shall
automatically renew for successive additional terms of one year each (to run concurrent
with Client’s fiscal year) unless Client or Broker provides written notice of
non-renewal at least thirty (30) days prior to the expiration of the then current term.
Notwithstanding the foregoing, either party may terminate this Agreement at any time,
effective immediately upon written notice if it has good cause for termination. Without
limiting the applicable law, the following circumstances shall constitute good cause
for termination:






	 	(i)	 	the other party shall be in material breach of any of its
obligations under this Agreement and, where the breach involves an ongoing
obligation that is capable of cure, such party shall have failed to cure such
breach within thirty (30) days after receiving written notice from the other
party of the existence of such breach. For purposes of this section, “material
breach” shall include, without limitation, any failure by Broker to
substantially achieve quarterly or annual qualitative and/or quantitative
performance objectives; comply with Client’s Deduction Management Policy
(provided that Broker may comply with the document retention requirements of
such policy by transferring covered documents to Client); and comply with
Client’s Sales Policy and Procedures, Manual and such other policies and
procedures as Client may issue from time to time that are agreed to in writing
by Client and Broker; “material breach” shall also include Client’s failure to
compensate Broker in accordance with the terms of this Agreement; or
	 
	 	(ii)	 	the other party shall have become insolvent or filed a petition
in bankruptcy, or entered into a composition with its creditors, or had a
receiver appointed for its assets, or become the subject of any winding up of
its business or any judicial proceeding relating to or arising out of its
financial condition.






	 	(b)	 	Orders after Termination. Immediately upon notice of
termination being served by either party, Client shall have the right to obtain
orders through another broker or sales office and Broker shall have the right to
offer its services to third parties, subject to the confidentiality provisions set
forth herein. Since Broker will not be obtaining such Client orders, Broker shall
have no right to a commission on said orders. However, Broker shall continue to
receive the commission and bonus amounts as applicable provided in this Agreement
for any orders, which are obtained by Broker and are actually shipped prior to the
termination date. Client is not obligated to accept orders from Broker for
shipment after the termination date.
	 
	 	(c)	 	Coverage/Commission Adjustments. Notwithstanding any other
provision of this Agreement, Client shall have the option to modify this Agreement
to implement changes in coverage or services (i.e., converting coverage to
retail-only coverage and/or converting services to services payable on a
fee-for-service basis) upon thirty (30) days’ written notice to Broker. In the
event Client exercises this option, commissions payable hereunder shall be adjusted
to reflect modified Broker responsibilities, as agreed to by Client and Broker.







 




			
	* 	 	CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION




4









 











	 	(d)	 	Termination Upon Coverage/Commission Adjustment. In the event
that the parties are unable to agree on amounts payable for such modified Broker
responsibilities as set forth in Section 13(d), either party shall have the option
to terminate this Agreement upon thirty (30) days’ written notice to the other
party.






     14. Audit. Client shall have the right to inspect and copy Broker’s books and
records to the extent such books and records directly relate to Client’s business. Such
inspection shall be conducted by Client or Client’s authorized accountants during regular
business hours upon at least fourteen (14) days written notice to Broker at a time mutually
agreed upon by Broker and Client. The cost of any such audit shall be borne by Client. Broker
agrees to maintain its records in accordance with generally accepted accounting principles and
to conform its accounting practices (to the extent they relate to Client’s business and to the
extent consistent with generally accepted accounting principles) to reasonable recommendations
made by Client’s accountants. As reasonably requested by Client, Broker shall demonstrate to
Client that it has appropriate internal controls in place with respect to financial transactions
affecting Client or bank accounts maintained on Client’s behalf. For purposes of validating
compliance with the Sarbanes-Oxley Act of 2002, Section 404, unless Broker is able to provide a
SAS 70, Type 2 internal controls report of a reasonable scope prepared by a nationally
recognized accounting firm covering a period of greater than six months and including at least
one month of the last six months of Client’s Fiscal Year, Client or its designated accountants
shall have the right to audit such controls on an annual basis and Broker agrees to discuss and
reasonably consider control improvements reasonably requested by Client. Client will provide
Broker with at least thirty (30) days prior written notice of its intent to perform the controls
audit, will agree with Broker on a schedule for the audit and will conduct the audit during
normal business hours. This Article 14 shall survive the termination or expiration of this
Agreement for a period of two (2) years.




     15. Conflicts. Broker shall not interview to represent competitive products within
the fruit, vegetable, tomato, specialty bean, processed seafood, pet food, pet snacks, and broth
categories without Client’s prior written consent, which consent shall not be withheld if Broker
can reasonably demonstrate to Client that the proposed representation will not negatively impact
Client’s business. For purposes of this Agreement, if Broker obtains Client’s consent to
interview to represent competitive products within the aforementioned categories, such consent
shall also act as Client’s consent and approval for Broker to act as a broker for such
competitive product(s).




     16. No Agent. Except as Broker may be specifically authorized in writing by
Client, nothing herein contained shall be construed as authorizing Broker to bind Client in any
way nor as constituting Broker an agent or representative of Client. Broker shall have no
authority to make any expenditure on behalf of Client without Client’s prior written consent.




     17. Entire Agreement. This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous
agreements and understandings, whether oral or written, with respect to the same subject matter.
In the event any provision of this Agreement is found void or unenforceable, the remainder of
this Agreement shall remain in full force and effect. This Agreement may not be altered or
amended except in a writing executed by both parties. This Agreement may not be assigned
without the prior written consent of the other party. Notwithstanding the foregoing, either
party may assign this Agreement without the other party’s prior written consent to any entity
which is directly or indirectly controlled by or under common control with such party, to any
successor entity, or to any entity which shall acquire a business segment of such party. This
Agreement is subject to attached Attachments, which are incorporated fully herein.




     18. Governing Law; Arbitration. This Agreement shall be governed by California
law, without reference to the conflicts of laws principles thereof. Except for breaches of
Section 6 and Section 8, any dispute arising out of or related to this Agreement, including the
termination thereof, shall be resolved through binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall take place before a single arbitrator mutually selected by the parties in San Francisco,
California. The prevailing party in such dispute shall be awarded its attorneys’ fees and
costs, in addition to any other relief deemed appropriate, and such award may be entered in any
court of competent jurisdiction. In the event the parties are unable to agree to a single
arbitrator within fifteen (15) days of the demand by either party for arbitration, the
arbitrator shall be appointed by the AAA upon application by either party. Where Broker has
breached Section 6 by failing to promptly release records to Client or where either party has
breached Section 8 by improperly disclosing or using Confidential Information, the non-breaching
party shall be entitled to immediate injunctive relief without a showing of harm upon
application to any court of competent jurisdiction.




     19. Notices. Any and all notices or other communications required or permitted by
this Agreement or by law to be served on or given to the other party hereto shall be in writing,
addressed to a senior officer of the other party at its principal business address, and shall be
deemed duly served (a) when personally delivered, (b) three days after deposit in the United
States mail, first class delivery, return receipt requested, or (c) two days after deposit with
a nationally recognized overnight courier service. If to Broker: Advantage Sales & Marketing,
Sonny King, CEO, 19100 Von Karman Avenue, Suite 600, Irvine, California 92612, with a copy to
Tania King, General Counsel., and if to Client: Del Monte Corporation, Attn: Executive Vice
President, Sales, One Market @ The Landmark, San Francisco, California 94105, with a copy to
General Counsel.



5









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 	 	 	 
	DEL MONTE CORPORATION	 	ADVANTAGE SALES AND MARKETING
	 
	 	 	 	 	 	 
	By

	 	/s/ Timothy A. Cole
	 	By
	 	/s/ Sonny King
	 

	 	 
	 	 	 	 
	 

	 	Timothy A. Cole
	 	Name:
	 	Sonny King
	 

	 	Executive Vice President, Sales
	 	Title:
	 	Chief Executive Officer
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Date:

	 	11/04 /08	 	Date:
	 	9/25/08






6











 






ATTACHMENT A




DEL MONTE CORPORATION

RETAIL GROCERY BROKERAGE AGREEMENT




Products





	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.	 	 	 	Del Monte Brands
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	DEL MONTE Brand Dry Retail Grocery Products
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	CONTADINA Brand Dry Retail Grocery Products
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	All SNAP-E-TOM Brand Retail Products
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	SUNFRESH Canned Retail Grocery Products
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	S&W Brand Retail Grocery Products
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	Hi Continental Brands (ARGO, DOUBLE LUCK, MISSION, etc. to the extent sold through
normal retail grocery customers and as otherwise covered by this Agreement)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2.	 	 	 	Del Monte Pet Products
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	•
	 	BISCUITS
	 	•
	 	BLEND DRY CAT
	 	•
	 	CANINE CARRY-OUTS
	 

	 	•
	 	CHOICE BLEND DRY
	 	•
	 	CUTS
	 	•
	 	CYCLE
	 

	 	•
	 	GRAVY TRAIN
	 	•
	 	JERKY TREATS
	 	•
	 	KEN-L RATION PREM
	 

	 	•
	 	KEN-L RATION SPEC
	 	•
	 	KIBBLES ‘N BITS
	 	•
	 	MEATY BONE
	 

	 	•
	 	NATURE’S RECIPE
	 	•
	 	9 LIVES
	 	•
	 	PUP-PERONI
	 

	 	•
	 	POUNCE
	 	•
	 	PUSS ‘N BOOTS CHOICE
	 	•
	 	REWARD
	 

	 	•
	 	REWARD DINNER
	 	•
	 	ROUNDS
	 	•
	 	SCOOBY SNACKS
	 

	 	•
	 	SKIPPY
	 	•
	 	SNAUSAGES
	 	•
	 	TARTAR CHECK
	 

	 	•
	 	TENDER CHOPS DRY
	 	•
	 	WAGWELLS
	 	•
	 	MEOW MIX
	 

	 	•
	 	ALLEY CAT
	 	•
	 	MILK-BONE	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3.	 	 	 	Seafood
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	STARKIST
	 	 	•	 	EATWELL
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4.	 	 	 	COLLEGE INN BROTH
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.	 	 	 	Produce (Products packed in glass or plastic for distribution in the produce or refrigerated sections)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	DM Fruit Naturals
	 	 	•	 	ORCHARD SELECT Fruit in Glass/Plastic
	 	 	•	 	SUNFRESH fruit in Glass/Plastic
	 	 	•	 	SUNFRESH Hearts of Palm Products





 









 











ATTACHMENT B-1




DEL MONTE CORPORATION

RETAIL GROCERY BROKERAGE AGREEMENT




Applicable Brokerage Rates/Classes of Trade/Other Compensation



Brokerage Commissions shall be computed where applicable on the billed sales to the customers and
classes of trade set forth below. Effective as of the Effective Date and subject to the
exclusions set forth herein, Brokerage Commissions shall be paid at the commission rates set forth
below applied to Client’s adjusted base delivered price (see provision 2 of Agreement). Commission
rates and/or other payments for services under this Agreement may be amended upon mutual agreement
by the parties in writing.




	 	 	 	 	 	 	 	 
	A.

	 	Del Monte Brands, Del Monte Pet Products (Retail),

Seafood (except frozen), College Inn Broth, Produce

(except as indicated on Schedule B-2)
	 	Applicable Base Brokerage

Rate
	 
	 

	 	I.
	 	Retail Grocery Customers	 	 	 
	 

	 	 	 	(except Wal*Mart Super Center Retail – see below)	 	 	 
	 

	 	 	 	     •     Non-Produce
	 	 	[**]*
	 
	 

	 	 	 	     •     Produce
	 	 	[**]*
	 
	 	 	 	 	 	 	 
	 

	 	II.
	 	Drug Stores (except as specifically indicated)
	 	 	[**]*
	 
	 	 	 	 	 	 	 
	 

	 	III.
	 	Dollar Stores (except as specifically indicated)
	 	 	[**]*
	 
	 	 	 	 	 	 	 
	 

	 	IV.
	 	Convenience Stores (as specifically agreed)
	 	 	[**]*
	 
	 	 	 	 	 	 	 
	 

	 	V.
	 	Administrative Support Customers (CVS, Walgreens	 	 	 
	 

	 	 	 	Rite Aid, Eckerds, Dollar General, Dollar Tree)
	 	 	[**]*
	 
	 	 	 	 	 	 	 
	 

	 	VI.
	 	All Channels: Hawaii
	 	 	[**]*
	 
	 	 	 	 	 	 	 
	 

	 	VII.
	 	Minor Mass
	 	 	[**]*
	 
	 	 	 	 	 	 	 
	 

	 	VIII.
	 	Specialty Distributors
	 	 	[**]*
	 
	 	 	 	 	 	 	 
	 	 	StarKist Frozen	 	 	[**]*
	 
	 	 	 	 	 	 	 
	 

	 	•
	 	HQ Sales & Support
	 	 	[**]*
	 
	 

	 	•
	 	Retail Coverage
	 	 	[**]*
	 
	 

	 	•
	 	Resets & Remodels
	 	 	[**]*





Bonuses, if applicable, shall be paid at rates mutually agreed upon by the parties.



B. Dedicated Retail Team. In addition to the brokerage rates set forth above, Broker shall
be paid a lump sum payment of [**]* monthly for Dedicated Retail Team (DRT) services in
the grocery channel. Services provided by the DRT shall consist of customary dedicated retail
services including the following:






 




			
	*	 	CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION




 









 









Retail Distribution Management

New Product Distribution

Modular Integrity Oversight

Retail Audits

Retail Call Reporting (Date and Location of Retail Calls)



The DRT shall perform services for all Client customers in the grocery channel (including the
national retailers directly serviced by Client (identified on Attachment C hereto) and
those retail grocery accounts managed by Louis F. Leeper Company), as defined in the agreed
deployment model.



C. In-Store Execution/Reset Activity. Client shall pay to Broker a monthly payment for
all grocery channel in-store execution and reset activity based on (i) actual labor support
supplied during a month (at Broker’s published retail service rates), and (ii) to the extent
applicable, Client’s pro-rata share of customer charges for in-store execution/reset activity.
Broker in-store execution/reset activity shall be performed in accordance with plans and budgets
approved in advance by Client. Broker shall submit a detailed invoice for in-store execution/reset
activity to Client by the fifteenth day of the month following the month in which such services
were performed. All charges set forth in such invoice shall be substantiated by reasonable
supporting documentation or records. Payment for In-Store Execution/Reset Activity shall be capped
at [**]* per Client fiscal year.



D. Other Services. Broker shall perform such other services as specified by Client at rates
and subject to terms mutually agreed to by Client and Broker.



E. Wal*Mart Super Center and Division I Retail Coverage




	 	 	 	 	 	 	 
	 

	1.	 	 	Retail Calls	 	 
	 

	 	 	 	(Covering Del Monte Brands, Pet Products,
Seafood, College Inn Broth and Produce)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	- Frequency TBD by Del Monte
	 	[**]*
	 
	 	 	 	 	 	 
	 

	 	 	 	Estimated length of average call at WMSC
	 	[**]*.
	 

	 	 	 	Estimated length of average call at Division I
	 	[**]*.
	 

	 	 	 	Estimated length of average call at Neighborhood Markets
	 	[**]*
	 
	 	 	 	 	 	 
	 

	2.	 	 	Store Set Up	 	 
	 

	 	 	 	A.      - New Store
	 	[**]*
	 

	 	 	 	B.      - Existing Stores
	 	[**]*





F. Development Projects



     As directed by Client and agreed to by Broker, to be paid on a per-project basis.



G. Back Office Support Services



     As mutually agreed by the parties.



H. Exclusions:



Institutional (except for food service items ordered by covered retail customers, as agreed by Client)

Government and Military

Club

Private Label






 




			
	*	 	CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION




 









 









Vending

Food Ingredients

Export

As set forth herein





 









 








ATTACHMENT B-2




Exclusions




DEL MONTE CORPORATION

RETAIL GROCERY BROKERAGE AGREEMENT



Broker shall not receive brokerage commissions on sales of Client’s products to the following
customers unless they are specifically designated on Attachment C:




	 	 	 
	Direct Mass Merchandising 
	 	 
	 
	 	 
	Wal*Mart

	 	Sam’s
	Wal*Mart Super Center

	 	Warehouse Club
	      (See WMSC Retail, Attach. B-1)

	 	Costco
	Wal*Mart Neighborhood Markets

	 	Wholesale Depot
	 

	 	BJ’s
	 

	 	Max Club
	 

	 	Price Mart
	 
	 	 
	National Retailers

	 	Leeper Customers
	 
	 	 
	Kroger (Coordinated and West)

Safeway

Publix

	 	Those customers in the Pittsburgh/Cleveland
territory serviced by Louis F. Leeper Co. an
and its affiliates
	Delhaize
	 	 
	Meijer
	 	 
	HEB
	 	 
	K-Mart
	 	 





Provided, however, that Broker shall be compensated as mutually agreed by the parties for
back office support services provided to Client. 




Dollar Stores




Family Dollar

Big Lots

Grocery Outlet

Bargain Wholesale




Pet Specialty




PetCo

PetSmart

Pet Supplies Plus

Pet Supermarkets

Pet Specialty distributors




Produce



No commission payable with respect to those markets identified on Schedule B-2




 









 








SCHEDULE B-2




EXCLUDED PRODUCE MARKETS




Oklahoma

Kansas City

Chicago

Milwaukee

Minneapolis

Nash Finch

Newell

Boston

Buffalo

Cleveland

Detroit

Grand Rapids

Pittsburgh

Syracuse

Atlanta

Salt Lake City

Phoenix

Safeway

San Francisco

San Francisco All Other




 









 





ATTACHMENT C




DEL MONTE CORPORATION

RETAIL GROCERY BROKERAGE AGREEMENT




Items: Del Monte Brands, Pet Products, Seafood, College Inn Broth, Produce




Channel: Retail Grocery Customers (except those identified in Attachment B-2)




All direct-buying customers in the following markets with Broker codes:




	 	 	 	 	 	 	 
	S4308

	 	LOS ANGELES
	 	S4359
	 	JEWEL
	S4309

	 	PHOENIX
	 	S4360
	 	SHAWS
	S4310

	 	SALT LAKE CITY
	 	S4364
	 	SAVE-A-LOT
	S4312

	 	DENVER
	 	S4365
	 	SUPERVALU CENTRAL REGION
	S4311

	 	HAWAII
	 	S4366
	 	SUPERVALU MW/SE REG
	S4313

	 	SAN FRANCISCO
	 	S4367
	 	SUPERVALU NORTH/NW REG
	S4314

	 	PORTLAND/SEATTLE
	 	S4368
	 	SUPERVALU EASTERN REG
	S4316

	 	DALLAS
	 	S4390
	 	GIANT CARLISLE
	S4317

	 	HOUSTON
	 	S4391
	 	STOP & SHOP/GIANT-MD
	S4318

	 	WEST TEXAS
	 	S4392
	 	BOSTON A/O
	S4319

	 	MEMPHIS
	 	S4393
	 	ALBANY
	S4326

	 	KANSAS CITY
	 	S4394
	 	C&S (EXCL PATHMARK)
	S4327

	 	DES MOINES/OMAHA
	 	S4395
	 	A&P
	S4328

	 	ST. LOUIS
	 	S4396
	 	A/O NEW YORK
	S4329

	 	INDY/LOUISVILLE
	 	S4397
	 	HARRISBURG
	S4330

	 	CINCINNATI
	 	S4398
	 	BALTIMORE/WASHINGTON
	S4331

	 	CHICAGO
	 	S4399
	 	NEW YORK (WKFN/PATH)
	S4332

	 	MILWAUKEE
	 	S4400
	 	BUFFALO
	S4333

	 	NASH FINCH
	 	S4401
	 	SYRACUSE
	S4334

	 	DETROIT
	 	S4404
	 	FLORIDA
	S4335

	 	GRAND RAPIDS
	 	S4405
	 	NEW ORLEANS
	S4352

	 	ACME
	 	S4406
	 	GREENVILLE
	S4353

	 	ALBERTSONS BREA
	 	S4407
	 	BIRMINGHAM
	S4355

	 	ALBERTSONS DRUG DIV
	 	S4408
	 	ATLANTA
	S4356

	 	ALBERTSONS DALLAS/FT. WORTH
	 	S4409
	 	CHARLOTTE
	S4357

	 	ALBERTSONS PLANT CITY
	 	S4410
	 	NASHVILLE/KNOXVILLE
	S4358

	 	ALBERTSONS NO. CALIFORNIA
	 	S4421
	 	TOPS





Channel: Drug Stores (except as specifically indicated)



All direct-buying customers in the following markets with Broker codes:




	 	 	 
	HNA288

	 	CHAIN DRUG
	HNA805

	 	A/O DRUG






 









 





Channel: Dollar Stores (except as specifically indicated)



All direct-buying customers in the following markets with Broker codes:




	 	 	 
	HNA804

	 	A/O DOLLAR
	HNA806

	 	CORE DOLLAR





Channel: Convenience Stores (except as specifically agreed)



All direct-buying customers in the following markets with Broker codes:




	 	 	 
	HNA219

	 	C-STORE (Big 4)
	HNA767

	 	A/O C-STORE





Channel: Channels Other



All direct-buying customers in the following markets with Broker codes:




	 	 	 
	HNA769

	 	MINOR MASS
	HNA845

	 	SPECIALTY DIST.






 









 






ATTACHMENT D




DEL MONTE CORPORATION

RETAIL GROCERY BROKERAGE AGREEMENT




	 	 	 	 	 	 	 
	POLICY & PROCEDURE TITLE

	 	PAGE
	 	OF
	 	PROCEDURE NO
	 

	 	1          
	 	7	 	 
	DEDUCTION MANAGEMENT

	 	SUPERSEDES
	 	 	 	DATE ISSUED









Purpose:



To ensure that customer deductions are researched and resolved timely ensuring customer compliance
and performance with Del Monte policy on customer level promotional expenditures and other customer
payment activities.



Policy:



Del Monte recognizes customer deductions as one means of performance based funds settlement.
Deductions are researched and validated by Sales Representatives within guidelines established to
enable proper financial accounting and maximize the likelihood of collection should the deductions
be deemed invalid. Deductions should be addressed by Broker within 60 days. Notwithstanding the
foregoing, in the event the customer does not respond and the deductions cannot be cleared in such
timeframe, Broker shall notify Del Monte. The parties agree and acknowledge that while Broker
shall assist in the deduction and collection process, Broker is not responsible in the event
deductions cannot be cleared or collection is not successful.



Deduction Process Overview



Customer claims are generally received as a reduction in the invoice check payment. For most
customers deductions are a preferred method of reimbursement for a claim or billback. Deductions,
resulting from the cash application procedure, are managed in the Deduction Management System
(DMS). Deduction notices are directed and sent to the area accountable for deduction resolution
with any supporting documentation if received from the customer when, after review by A/R Claims,
they cannot be resolved internally.



Customer deduction documentation received from Customers independent of the check remittance will
be forwarded to Sales. Sales is the area accountable to manage deductions, i.e. Broker or Del
Monte Sales Representative. No deduction documentation is retained by Del Monte A/R and Claims
Department. Sales must retain all deduction and promotion support for seven (7) years. Such
deduction documentation (i.e. proof of performance, contracts, etc.) is either created by the
Sales/Broker representative or is received directly from the customer. Further, the retention of
files is also an internal audit requirement.



Deductions received without documentation or that require Sales involvement are sent to the
appropriate Sales Representative for identification and/or resolution. Deductions for
transportation, logistics or inventory related claims that are fully documented at the time of cash
application are sent to Transportation for resolution.



If the deduction is valid, the Sales’ agent is responsible for creating a settlement record in the
trade funds system, if applicable, or providing A/R and Claims Department the promotional detail,
e.g. fund number, BPCS promotion/line number or other information that expenses the deduction to
the proper ledger account. Deductions determined to be invalid are considered disallowed and must
be documented with a letter to the customer requesting repayment of the deduction. (See Disallowed
Deduction procedure).




 









 







Deductions referred to the Sales’ Representative for action are reported on the Aged Trial Balance
(ATB) and can be accessed through the Global Data Warehouse (GDW) Impromptu Reports. This report
itemizes all open transactions by Broker/Sales market by Business Unit and Customer and by age
category.




 









 









	 	 	 	 	 	 	 
	POLICY & PROCEDURE TITLE

	 	PAGE
	 	OF
	 	PROCEDURE NO
	 

	 	2          
	 	7	 	 
	DEDUCTION MANAGEMENT
SALES
RESPONSIBILITIES

	 	SUPERSEDES
	 	 	 	DATE ISSUED












Sales Responsibilities 





	 	•	 	Aged Trial Balance (ATB) Management






	 	o	 	Aged Trial Balance Reports are available daily and list all
items that have been referred to Sales for action, including disallowed
deductions. The report(s) can be accessed through the Global Data Warehouse
(GDW) Impromptu Reports- DLM Broker- DLM Sales and Marketing – DMS Broker
Reports. It is Del Monte’s expectation that Sales:






	 	§	 	Review and react to the items reported within 60 days of deduction
notification, (the date the deduction was referred to Sales).
	 
	 	§	 	Identify deduction trends and take a proactive approach in
correcting the issue to reduce or eliminate subsequent occurrences.
	 
	 	§	 	Take extraordinary issues to the attention of Sales Management for
further involvement and timely decision making






	 	o	 	The expected action is either the resolution or collection of
the deduction or identification of the item to other deduction categories,
business units or channels






	 	•	 	Deduction Resolution






	 	o	 	Promotional






	 	§	 	Customer Atlas: Deductions associated to promotions planned
in Atlas will be resolved by creating a Atlas settlement which will
generate an adjustment to DMS that will offset the corresponding
deduction. The settlement should be created after review and
validation that the terms of the performance agreement were satisfied.
See Customer Atlas System (Settlements/Payments) policy.
	 
	 	§	 	Non Atlas: Deductions to be cleared to promotion expense
outside of Atlas must be returned to A/R Claims with appropriate
clearing information, e.g. fund number or BPCS Promotion/Line Number.




 









 








	 	 	 	 	 	 	 
	POLICY & PROCEDURE TITLE

	 	PAGE
	 	OF
	 	PROCEDURE NO
	 

	 	3          
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	DEDUCTION MANAGEMENT
SALES
RESPONSIBILITIES

	 	SUPERSEDES
	 	 	 	DATE ISSUED

















	 	o	 	Price






	 	§	 	Deductions taken for price discrepancies will be cleared by A/R and
Claims upon receipt of evidence that the incorrect price was billed
(reference to documented price list) with approval from Trade Finance
or Customer/Category Marketing.






	 	o	 	Post Audits






	 	§	 	Del Monte supports the GMA Joint Industry Committee’s guideline for
presentation of claims within 24 months of the expiration of a deal.
Our formal position with the customer must be that Del Monte adheres to
the GMA standard. If, however, a post audit is received outside of the
time frame of Del Monte’s policy, with appropriate documentation
validation must be completed. Claims must be fully documented with
signed deal sheets and invoice information. All price and promotional
audits must be researched.






	 	•	 	If found valid and the promotional period to which the claim
applies is still open in Atlas, the deduction should be
cleared with offsetting Customer Trade Funds.
	 
	 	•	 	If found valid and the claim was received after a promotional
period is closed, the deduction will be returned to A/R Claims
and will be cleared against the Post Audit accrual established
by Finance.
	 
	 	•	 	If it is determined to be invalid the claim is to be
disallowed and must be documented with a letter of explanation to
the customer and a request for repayment of the deduction. (See
Disallowed Deduction procedure).






	 	o	 	Coupon






	 	§	 	Coupon redemption claims are handled via check payment to the
customer by the Del Monte appointed clearing house. Any deduction
taken for coupon redemption and any other fees associated with coupon
redemption are automatically cleared and forwarded to a member of the
Customer Trade Finance Department for review and collection if
required.




 









 








	 	 	 	 	 	 	 
	POLICY & PROCEDURE TITLE

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	 	PROCEDURE NO
	 

	 	4          
	 	7	 	 
	DEDUCTION MANAGEMENT
SALES
RESPONSIBILITIES

	 	SUPERSEDES
	 	 	 	DATE ISSUED

















	 	o	 	Unsaleables and Spoilage – Presently customers can elect one of
three methods for reimbursement of unsaleables:






	 	-	 	Off-invoice swell allowance
	 
	 	-	 	Rate-based bill back
	 
	 	-	 	Reclamation Center Invoicing






	 	§	 	Deductions for unsaleables taken by those customers who receive an
off-invoice swell allowance will not be accepted and must be disallowed
(See Disallowed Deduction Policy)
	 
	 	§	 	Rate-based billback deductions are paid via Del Monte issued A/P
check. If a deduction is received, research must be conducted to
determine if payment was made. If a check was issued to the customer,
the deduction will be disallowed (see Disallowed Deduction Policy). If
the payment was not made, and the deduction aligns to the billback
rate, the deduction will be cleared
	 
	 	§	 	Reclamation center invoices are to be sent by the Customer to
	 
	 	 	 	Del Monte Foods
	 	 	 	P.O. Box 26336
	 	 	 	Winston Salem, NC 27114
	 
	 	 	 	A/R Claims will validate the processing of the Customers’ claim by
Universal Solutions (USI) and clear as appropriate.




 









 







	 	 	 	 	 	 	 
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	 	5          
	 	7	 	 
	DEDUCTION MANAGEMENT
SALES
RESPONSIBILITIES

	 	SUPERSEDES
	 	 	 	DATE ISSUED


















	 	o	 	Transportation/Logistics/Inventory






	 	§	 	Identification of claim to transportation must be supported with
customer documentation and returned to A/R Claims for reclassification
to Transportation responsibility.
	 
	 	§	 	Claims for customer inventory returns from warehouse stock must also
include Del Monte’s Return Authorization number.
	 
	 	§	 	An expanded policy and procedure for Trans/Logistics is in process






	 	o	 	Unilateral Fines and Fees






	 	§	 	See “Unilateral Trade Policies and Trade Penalties.” Deductions for
this type will be considered as an indicator of Customer non-compliance
to Del Montes policy and will be disallowed.






	 	•	 	Deductions Not Defined to Business Unit 






	 	o	 	Deductions that cannot be assigned to a Business Unit, e.g.
Seafood, Pet Products, Del Monte Brands, Corporate Brands due to the lack of
documentation at the time of deduction creation will be posted on the Sales ATB
as either:






	 	§	 	Undefined – Claim or reference number is not a Del Monte
invoice number.
	 
	 	§	 	Mixed Brands – Claim or invoice number referenced on the
customers’ remittance advice is a Del Monte invoice number and
the referenced invoice contains multiple Business Unit products,
e.g., Seafood and Del Monte Brands.






	 	 	 	When the Business Unit is known, the A/R and Claims Group must be notified to
update the deduction with the correct reference. If the deduction is
promotional the item will be classified for interface to Customer Atlas.
	 
	 	 	 	Note: Only promotional deductions with a known Business Unit can be interfaced
to Customer Atlas.




 









 







	 	 	 	 	 	 	 
	POLICY & PROCEDURE TITLE

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	 	6          
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	DEDUCTION MANAGEMENT
SALES
RESPONSIBILITIES

	 	SUPERSEDES
	 	 	 	DATE ISSUED

















Time Fenced Deductions 



Purpose: To improve the timeliness of the overall deduction resolution cycle ensuring that
all deductions are resolved within a finite time frame to eliminate excessive aging of the
deduction portfolio and achieve timely resolution of open deductions



Procedure: Open deductions greater than 180 days old at the end of each October fiscal
month and any deduction received in the current fiscal year related to the prior fiscal year that
are assigned to the following categories will be automatically offset against Customer Trade Funds
in Customer Atlas or manually expensed to the customer funds in those channels who do not utilize
Customer Atlas. This offset will reduce funds available for other promotions for the customers
impacted by the adjustments.





	 	•	 	Promotions
	 
	 	•	 	Undefined (Business Unit not specified)
	 
	 	•	 	Unknown (Deduction type not specified)
	 
	 	•	 	Post Audits (Assigned to Atlas)
	 
	 	•	 	Disallowed deductions.




 









 








	 	 	 	 	 	 	 
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	 	PROCEDURE NO
	 

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RESPONSIBILITIES

	 	SUPERSEDES
	 	 	 	DATE ISSUED















Del Monte Foods operates on a fiscal year, ending the last Sunday of April or the first Sunday of
May.



The fiscal calendar is based on a 4-4-5 week accounting cycle, where the first 2 months of each
quarter are 4 weeks in duration and the 3rd month is 5 weeks.




	 	 	 	 	 
	Fiscal Month	 	Number of Weeks
	May
	 	 	4	 
	June
	 	 	4	 
	July
	 	 	5	 
	August
	 	 	4	 
	September
	 	 	4	 
	October
	 	 	5	 
	November
	 	 	4	 
	December
	 	 	4	 
	January
	 	 	5	 
	February
	 	 	4	 
	March
	 	 	4	 
	April
	 	 	5	 






 









 







	 	 	 	 	 	 	 
	POLICY & PROCEDURE TITLE

	 	PAGE
	 	OF
	 	PROCEDURE NO
	 

	 	1          
	 	2	 	 
	DISALLOWED DEDUCTIONS

	 	SUPERSEDES
	 	 	 	DATE ISSUED











Purpose:



Customer claims classified as disallowed shall be evaluated and tracked to identify trends and
potential
problems. Disallowed deduction claims are often promotional, pricing, or logistics-related in
nature, and
include claims that occur as a result of conflicts between a Del Monte policy and the customer’s
policy. It
is the expectation that any customer claim classified as disallowed be recovered on a timely
basis,
preferably through cash reimbursement on a subsequent Del Monte remittance. The Disallowed
deduction group within Customer Financial Services reports and manages this portfolio independently
of
valid promotional, price, logistics deduction claims.



Policy: 



Customer deductions must be appropriately earned and fully documented. It is Del Monte’s policy to
recover funds taken in error by our customers. The Del Monte Sales Department and our Broker
representatives shall have ultimate responsibility for the recovery of all disallowed deductions.





	 	§	 	All questionable customer deductions are to be carefully researched and any
disallowance of a customer claim must be supported. Disallowed claims should contain
no areas of ‘gray’; Del Monte and/or our brokers should be able to clearly demonstrate
that a customer deduction was taken in error before the deduction is reclassified as
disallowed.
	 
	 	§	 	Del Monte’s Disallowed Deductions Group shall review all disallowed claims, to
ensure that supporting documentation provides sufficient proof to enable the customer a
basis for repayment.
	 
	 	§	 	Customer deductions that are determined to be valid shall be recognized and not
disallowed.
	 
	 	§	 	Customer deductions classified as disallowed actively must be pursued so as to be
repaid as soon as possible but no later than 180 days (six months) from disallowed
classification date (change date).
	 
	 	§	 	Any disallowed claim exceeding 180 days from change date will be subject to trade
fund reductions at the predetermined time fence sweep period.
	 
	 	§	 	Trade funds are not to be used to arbitrarily clear an invalid claim outside
the time fence sweep mechanism. This includes entering claims into Atlas trade
promotional systems against a disallowed deduction.





Procedure:




The following process should be followed for invalid deduction claims.




 









 









	 	 	 	 	 	 	 
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	 	OF
	 	PROCEDURE NO
	 

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	DISALLOWED DEDUCTIONS

	 	SUPERSEDES
	 	 	 	DATE ISSUED















	 	§	 	To the extent possible, the Sales Department or Broker representative should
raise the issue of the improper deduction directly with the customer in a
face-to-face meeting or telephone call (prior to formally requesting repayment).
These upfront discussions allow the customer the opportunity to explain the
deduction and may provide a basis for the deduction.
	 
	 	§	 	If the deduction issue cannot be resolved through the initial communication with
the customer, the Transportation, Sales Department or Broker Representative shall
compose a letter to the customer that clearly explains why the deduction was denied
and requests repayment.






	 	-	 	Letter should be directed to an individual within the
customer that has the authority to initiate repayment and who was initially
contacted regarding the issue. The letter should take the form of a
confirmation of the initial contact.
	 
	 	-	 	Documentation must accompany the repayment letter that
clearly supports the Company’s position that the deduction is invalid and
should be repaid.






	 	§	 	Sales/broker is to forward to appropriate A/R Claims Analyst all documentation
presented to the customer.
	 
	 	§	 	A/R Claims Analyst is to forward documentation provided by Sales/broker onto the
Disallowed Deduction Analyst for review.
	 
	 	§	 	Disallowed Deduction Analyst will review each disallowed claim and, if properly
supported as such, classify the claim into one of several disallowed tracking
categories.
	 
	 	§	 	Disallowed Deduction Analyst will aid Sales/broker in the recovery process and
directly assist in the pursuit of collection where relevant.
	 
	 	§	 	Sales/Broker will be kept informed of outstanding disallowed issues and balances
through global data warehouse (GDW) reporting, as well as other reporting requested
and supplied through the Disallowed Deduction Analyst.
	 
	 	§	 	Disallowed Deduction Group will issue disallowed deduction statistics to Senior
Management on a monthly basis, including total company, logistic, and business unit
rolling 12-month average collection rates. The disallowed deduction balances by
customer, business unit, and fiscal year will also be reported.
	 
	 	§	 	The ‘Time Fence” policy will apply to Disallowed Deductions. That policy should
be reviewed for particulars.
	 
	 	§	 	ATB Data is updated nightly through Global Data Warehouse. Sales is encouraged
to pull their respective ATB regularly.




 









 











ATTACHMENT E




DEL MONTE CORPORATION

RETAIL GROCERY BROKERAGE AGREEMENT




DEDICATED CLIENT TEAM AND RETAIL RESOURCES



Broker acknowledges the importance to Client and to Client’s business of focused resources
dedicated to the exclusive advancement of Client’s interests. Broker agrees to supply necessary
resources to manage Client’s business, and to provide client team and retail services as mutually
agreed upon by the parties.