Letter Agreement - Timothy A. Cole



 Exhibit 10.74 

 

					
		 	 Blue Acquisition Group, Inc.

c/o Kohlberg Kravis Roberts & Co. L.P.
9 W. 57th St., Suite 4200
New York, New York
10019
	 	

 April 28, 2011 
 Timothy A. Cole 
 c/o Del Monte Corporation 

P.O. Box 193575 
 San Francisco,
CA 94119-3575 
 Dear Timothy: 
 This letter (the “Letter Agreement”) is to confirm our understanding regarding certain rights we have agreed to provide you in connection with the consummation of the transactions
contemplated under the certain Agreement and Plan of Merger, dated as of November 24, 2010, among Blue Acquisition Group, Inc. (“Parent”), Blue Merger Sub Inc. and Del Monte Foods Company (which has since been merged with and
into Del Monte Corporation (the “Corporation”)) (as it may be amended or modified, the “Merger Agreement”). For purposes of this Letter Agreement, reference is made herein to that certain Management
Stockholder’s Agreement among Parent, Blue Holdings, I, L.P. and you, dated as of February 16, 2011 (the “MSA”), and all capitalized terms used but not otherwise defined in this Letter Agreement shall have the meaning
ascribed to them in the MSA. 
 This Letter Agreement is to confirm that effective as of the Closing (as such term is defined in
the Merger Agreement), Parent agrees that if, at any time after the end of the Corporation’s 2013 fiscal year, you resign employment, upon at least 180 days prior written notice to the Corporation of your intent to so resign (your
“Resignation Notice”), under circumstances that constitute a Qualified Retirement (as defined below), then the following provisions shall apply: 
 (i) for purposes of any Stock Option Agreement, such Qualified Retirement shall be treated as if a termination of your employment without Cause by the Corporation and its affiliates had occurred; and

 (ii) in lieu of Section 5(d) of the MSA, generally, Parent shall not exercise any right to repurchase all or a portion
of the shares of Stock acquired upon exercise of Rollover Options (“Rollover Option Stock”), Rollover Options or vested New Options then held by you on or after such Qualified Retirement; provided, however, that should you at
any time thereafter engage in conduct that that would, if you were still employed with Parent or any of its subsidiaries, constitute a violation of Section 22(a) of the MSA, Parent may elect to purchase all or any portion of the shares of such
Stock, Rollover Options or vested New Options then held by you as if a Section 5(b) Call Event had occurred on the date Parent first becomes aware that you are 







 
engaging in such prohibited conduct, pursuant to Section 5(b) of the MSA, and all applicable provisions of Section 5(f), (g) and (j) of the MSA shall apply. 

Additionally, if you are terminated without Cause by the Corporation and its subsidiaries or you resign for Good Reason prior to the end
of the Corporation’s 2013 fiscal year, then the following provisions shall apply in lieu of Section 5(d) of the MSA: 
 (i) Rollover Option Stock and Rollover Options will be subject to the same provisions as would apply on and following a Qualified Retirement as provided for above; and 

(ii) Parent may elect to purchase all or any portion of vested New Options (and Stock acquired upon your exercise of any
vested New Options) then held by you as if a Section 5(b) Call Event had occurred on the date of such termination of employment, pursuant to Section 5(b) of the MSA, and all applicable provisions of Section 5(f), (g) and
(j) of the MSA shall apply. 
 For the avoidance of doubt, Section 5(i) of the MSA shall also apply to
all of the foregoing provisions. 
 This Letter Agreement is also to confirm that as of the Closing, Parent will cause the
Corporation to continue to maintain the Del Monte Corporation Supplemental Executive Retirement Plan (Fourth Restatement), as amended and restated effective January 1, 2009 (the “SERP”) until at least December 31, 2012;
provided, however, that nothing in this Letter Agreement will prohibit Parent or the Corporation from amending the SERP to freeze the amount of your “Gross Benefit” (as such term is defined in the SERP) as earned through the end of
Parent’s 2012 fiscal year. However, if the SERP is terminated, or if your employment is terminated by Parent or any of its subsidiaries without Cause (as defined in the SERP) or if you resign for Good Reason (as defined in the MSA), in any such
case prior to December 31, 2012, Parent will cause the Corporation to vest you in your accrued benefit under the SERP at the time of any such termination. 
 For purposes of this Letter Agreement, a “Qualified Retirement” shall mean the termination of your employment with Parent and all of its affiliates at or after attainment of age
fifty-five (55). 
 We and you acknowledge that this Letter Agreement supersedes and preempts the letter agreement between you
and Parent dated February 11, 2011. This Letter Agreement shall be governed by and construed in accordance with the laws of New York without regard to principles of conflicts of law. 







 Please sign this Letter Agreement confirming your agreement to the above. 

Very truly yours, 
  

			
	 Blue Acquisition Group, Inc.

		
	By:	 	/s/ Simon Brown            
	Name:	 	Simon Brown
	Title:	 	President & Chief Executive Officer

 Agreed to and accepted this 3rd day of May, 2011. 

	
	
	/s/ Timothy A. Cole            
	Timothy A. Cole

 Signature Page