Sixth Amendment to the Restated Retail Brokerage Agreement



 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. 


6th AMENDMENT 

 
 RESTATED DEL
MONTE FOODS 
 RETAIL BROKERAGE AGREEMENT 

This Sixth Amendment (“6th Amendment”) dated January 6, 2012 shall amend
the Restated Del Monte Foods Retail Brokerage Agreement dated November 22, 2008 and subsequently amended on May 4, 2009, September 22, 2009, January 26, 2010, May 1, 2010, August 11, 2010, and
February 10, 2011 (the “Agreement”), by and between Del Monte Corporation, a corporation with its main business office at One Maritime Plaza, San Francisco, California 94111 (the “Client”) and
Advantage Sales & Marketing LLC, a limited liability company with its main business office at 18100 Von Karman Avenue, Suite 900, Irvine, CA 92612 (“Broker”). 

WHEREAS, the parties desire to amend the Agreement to revise Attachments B-1D, B-2D, and C per edits attached. 

NOW, THEREFORE, in acknowledgement of good and valuable consideration, the sufficiency of which is acknowledged, the parties agree
to add to the Agreement as follows: 
  

	1.	Attachment B-1E: The parties agree to replace the current “Attachment B-1D” in its entirety with a new “Attachment B-1E” as contained
herein, effective January 1, 2012. 

  

	2.	Attachment B-2E: The parties agree to replace the current “Attachment B-2D” in its entirety with a new “Attachment B-2E” as contained
herein, effective January 1, 2012. 

  

	3.	Attachment C-1: The parties agree to replace the current “Attachment C” in its entirety with a new “Attachment C-1” as contained herein,
effective January 1, 2012. 

  

	4.	No Other Change: Except as modified by the 6th Amendment, the Agreement will remain in full force and effect as set forth herein.


 IN WITNESS WHEREOF, the parties hereto have caused this 6th
Amendment to be executed by their duly authorized representatives as of the date first above written. 

 

									
	ADVANTAGE SALES & MARKETING LLC	  	 	 	DEL MONTE CORPORATION
					
	By:	  	 /s/ Tanya Domier
	  		 	By:	 	 /s/ Tim Cole

	Name:	  	Tanya Domier	  		 	Name:	 	Tim Cole
	Title:	  	President & COO	  		 	Title:	 	Executive Vice President
	Date:	  	1/5/12	  		 	Date:	 	1/6/12








 ATTACHMENT B-1E 

DEL MONTE FOODS CORPORATION 
 RETAIL GROCERY BROKERAGE AGREEMENT 
 EFFECTIVE JANUARY 1, 2012

 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,
 College Inn Broth, Produce
	  	Applicable Base
Brokerage Rate
		  	(except as indicated on Attachment B-2E)	  	
				
		  	I.	  	Retail Grocery Customers	  	
		  		  	 •    Center Store (HQ)
	  	[***]*
		  		  	 •    Produce (HQ)
	  	[***]*
		  		  	 •    Hawaii (Center Store and Produce – Full Service)
	  	[***]*
				
		  	II.	  	Drug Stores	  	[***]*
				
		  	III.	  	Convenience Stores	  	[***]*
				
		  	IV.	  	Sporting Goods	  	[***]*
				
		  	V.	  	Minor Mass	  	[***]*
				
		  	VI.	  	Specialty Distributors	  	[***]*
				
		  	VII.	  	Administrative Support Customers	  	[***]*

 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 $[***]* monthly
($[***]* annually) 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: 

Retail Distribution Management 
 New Product Distribution 
 Schematic Integrity 

Merchandising 

Retail Audits 

Retail Call Reporting (Date and Location of Retail Calls) 

 
  

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








 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. Note: ASM’s “syndicated” retail
services may be used periodically at a rate of $[***]* capped at Del Monte’s discretion. 
 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 billed at $[***]* and capped at $[***]* per Client fiscal year. Fixed budgets to include Grocery Produce. 

D. Development Projects/Surge. As directed by Client and agreed to by Broker. To be paid on a per-project basis at a rate of $[***]*.

 E. 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. 
 F. Walmart Retail Coverage – All Formats 

 

	 	1.	Retail Calls 

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

	 	A.	Frequency – [***]*
                                        
$[***]*  

 Duration derived by format, sku count, and call attainment goals) 

 

	 	B.	Smart Goals as mutually agreed by the parties 

  

	 	2.	CDM / Analyst Expense 

  

	 	3.	Store Set Up 


	 	New	Store and Existing Stores as mutually agreed by the parties 

 G. Back Office Support Services 
  

	 	Expectations	and compensation as mutually agreed by the parties. Included but not limited to: 


 

	 	•	 	 Direct team customer support (eg. CDM) 


  

	 	•	 	 Category management 


  

	 	•	 	 Space management 


  

	 	•	 	 Administrative support 


  

 

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








 ATTACHMENT B-2E 

EXCLUSIONS 
 DEL MONTE FOODS CORPORATION 
 RETAIL GROCERY BROKERAGE AGREEMENT

 EFFECTIVE JANUARY 1, 2012 
 Broker shall not receive brokerage commissions on sales of Client’s products to the following customers unless they are specifically designated on Attachment C-1: 

Direct Mass Merchandising  
 Walmart (All Formats, including but not limited to Super Center, Division I, and Neighborhood Markets) 
 National Retailers 
 Kroger (Coordinated and Non-Coordinated)

 Safeway 
 Publix 
 Delhaize 

Meijer 
 HEB

 K-Mart 
 Ahold 
 Target 

Leeper Customers 
 Those customers in the Pittsburgh/Cleveland territory serviced by Louis F Leeper Co. and its affiliates 
 Drug Stores 
 See Attachment C-1 for breakdown of Full Commission and
Admin Support Only 
 Other 
 Dollar Stores 
 Club Stores 

Pet Specialty 

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

Government and Military 
 Private Label 
 Vending 

Food Ingredients 

Export 
 As set
forth herein 
 Produce 
 No commission payable with respect to those markets identified on Attachment B-2E 







 ATTACHMENT B-2E 

EXCLUDED PRODUCE MARKETS 
 Oklahoma 
 Kansas City 

Chicago 

Milwaukee 

Minneapolis 

Nash Finch 

Newell 
 Buffalo

 Cleveland 
 Pittsburgh 
 Salt Lake City 

Phoenix 
 San
Francisco 
 Brokerage Split Policy: Regional broker has HQ responsibility. ASM has retail responsibility only (Paid as
part of DRT monthly lump-sum) 
 Portland Market 

Customer Code: 160749 – Unified Western Grocers, Modesto CA 
 Customer Code: 160329 – Winco Foods, Salem OR 
 Customer Code: 160677 –
United Salad Co, Portland OR 
 Seattle Market 

Customer Code: 167837 – Associated Grocers, Seattle WA (Unified Grocers) 

Customer Code: 160689 – Charlie’s Produce, Seattle 
 Spokane Market 
 Customer Code: 160690 – Peirone’s Produce
Co, Spokane 
 Customer Code: 160620 – Spokane Produce Inc, Spokane 

Boise Market 
 Customer Code: 160020 – Albertson’s Distribution (IMW – SV) 

Customer Code: 160018 – Albertson’s Distribution (IMW – SV) 

Customer Code: 134006 – Albertson’s Distribution (IMW – SV) 

Dallas Market 
 Customer Code: 160009 – Affiliated Foods Inc, Amarillo 
 Customer Code: 165977
– American Produce & Vegetable, Dallas 
 Customer Code: 100123 – Associated Wholesale Grocers, Kansas City

 Customer Code: 160051 – Brookshire Grocery Company, Tyler 

Customer Code: 160461 – United Supermarkets, LLC Lubbock 







 ATTACHMENT B-2E 

Houston Market 
 Customer Code: 160049 – Brenham Wholesale, Brenham 
 Customer Code: 160050
– Brookshire Brothers, Lufkin 
 Customer Code: 160135 – Grocers Supply, Houston 

Customer Code: 160583 – Houston Fruitland Inc, Houston 
 Customer Code: 167878 – Cox’s Foodarama 
 Customer Code: 167829 –
Sellers Bros Inc 
 SuperValu Independent Market (Atlanta) 

Customer Code: 160158 – SuperValu Inc. - Quincy, FL 
 Customer Code: 160464 – SuperValu Inc. - Anniston, AL 
 Customer Code: 160477
– SuperValu Inc. – Hammond/Indianola, MS 







 ATTACHMENT C-1 

INCLUSIONS 
 DEL MONTE FOODS CORPORATION 
 RETAIL GROCERY BROKERAGE AGREEMENT

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

Channel: Retail Grocery Customers (except those identified in Attachment B-2E) 
 All direct-buying customers in the following markets: 
  

			
	LOS ANGELES	 	        A&P/PATHMARK
	SAN FRANCISCO	 	        BALTIMORE/WASHINGTON
	DALLAS	 	        HARRISBURG
	HOUSTON	 	        NEW YORK
	WEST TEXAS	 	        NEW YORK/NY METRO A/O
	PHOENIX	 	        BUFFALO/ROCHESTER
	PORTLAND/SEATTLE	 	        CHARLOTTE
	SALT LAKE CITY	 	        NASHVILLE/KNOXVILLE
	HAWAII	 	        MIAMI
	KANSAS CITY	 	        NEW ORLEANS
	DES MOINES/OMAHA	 	        JACKSONVILLE
	CHICAGO	 	        GREENVILLE
	NASH FINCH (w/ KMART)	 	        BIRMINGHAM
	DETROIT	 	        ALBANY
	GRAND RAPIDS	 	        BOSTON
	INDY/LOUISVILLE	 	        C&S INDIRECTS
	ST. LOUIS	 	        C&S NORTHEAST
	SUPERVALU MW/SE REG	 	
	SUPERVALU NORTH/NW REG	 	
	SUPERVALU EASTERN REG	 	
	SUPERVALU RETAIL (excl SHAWS)	 	
	SHAWS	 	
	SAVE-A-LOT	 	

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

 

			
	INDIANAPOLIS-PRODUCE	 	DES MOINES-PRODUCE
	NEW ORLEANS-PRODUCE	 	ST LOUIS-PRODUCE
	ALBANY-PRODUCE	 	L A-PRODUCE
	BOSTON-PRODUCE	 	DETROIT-PRODUCE
	NEW YORK-PRODUCE	 	GRAND RAPIDS-PRODUCE
	SYRACUSE-PRODUCE	 	
	BIRMINGHAM-PRODUCE	 	
	CHARLOTTE-PRODUCE	 	
	FLORIDA-PRODUCE	 	
	PHILADELPHIA-PRODUCE	 	
	RICHMOND-PRODUCE	 	
	WINN DIXIE-PRODUCE	 	








 Channel: Drug Stores-Full Headquarter support only at [***]* (except as specifically indicated below
as Administrative Support Only) 
 All direct buying customers below in the following markets: 

A/O DRUG 
 CHAIN DRUG 

Channel: Drug Stores-Administrative Support Only at [***]* 
 All direct buying customers in the following markets: 
 BEYER FARMS INC 

CVS DRUG STORES 
 LOWE’S COMPANIES INC

 RITE AID 
 WALGREENS* 

 

	*	Walgreens #19 Maspeth location was purchased from Duane Reade and supplies only Duane Reade stores and receives [***]* commission for this location only, all
other Walgreens is the admin support only rate of [***]* 

 Channel: Convenience Stores 

All direct buying customers in the following markets: 
 C-STORE (BIG 4) 
 A/O C-STORE 
 Channel: Sporting Goods 
 All direct buying customers in the following markets:

 Sports Authority 
 RC Wiley

 WS Badcock 
 Dick’s Sporting
Goods 
 Academy 
 Bass Pro Shops,

 Sportsman’s Warehouse 
 Sports
Chalet 
 Big 5 
 Hibbett Sports

 Cabelas 
 MC Sport 

Dunhams 
 Gander Mountain 

Liberty Distribution Company 
 Vistar 

Channel: Channels Other 
 All direct buying customers in the following markets: 
 REGIONAL MASS 

SPECIALTY DIST. 
  

 

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