exv10w1



 






Exhibit 10.1




DEL MONTE FOODS COMPANY

2005 NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

Effective January 1, 2005

(Adopted December 16, 2004)

Amended and Restated as of January 1, 2006

(Adopted December 15, 2005)




 





 









 








 





2005 NON-EMPLOYE DIRECTOR DEFERRED COMPENSATION PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 

	 	Page

	 
	 	 	 	 
	 
	 	 	 	 
	ARTICLE 1 DEFINITIONS

	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 ELIGIBILITY/ENROLLMENT

	 	 	4	 
	 
	 	 	 	 
	ARTICLE 3 DEFERRAL COMMITMENTS/VESTING/EARNINGS CREDITING

	 	 	4	 
	 
	 	 	 	 
	ARTICLE 4 WITHDRAWAL PAYOUTS

	 	 	5	 
	 
	 	 	 	 
	ARTICLE 5 TERMINATION BENEFIT

	 	 	6	 
	 
	 	 	 	 
	ARTICLE 6 SURVIVOR BENEFIT

	 	 	7	 
	 
	 	 	 	 
	ARTICLE 7 BENEFICIARY DESIGNATION

	 	 	7	 
	 
	 	 	 	 
	ARTICLE 8 TERMINATION, AMENDMENT, OR MODIFICATION OF PLAN

	 	 	8	 
	 
	 	 	 	 
	ARTICLE 9 ADMINISTRATION

	 	 	9	 
	 
	 	 	 	 
	ARTICLE 10 CLAIMS PROCEDURES

	 	 	10	 
	 
	 	 	 	 
	ARTICLE 11 MISCELLANEOUS

	 	 	11	 






 









 






 





Del Monte Foods Company

2005 Non-Employee Director Deferred Compensation Plan

Effective January 1, 2005

(Adopted December 16, 2004)

Amended and Restated as of January 1, 2006

(Adopted December 15, 2005)




PURPOSE




               The purpose of this Plan is to provide deferred compensation to non-employee directors
who contribute materially to the continued growth, development and future business success of Del
Monte Foods Company, a Delaware corporation, and its affiliates. The Plan is not intended to
constitute a plan subject to the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated thereunder.




COMPLIANCE




               This Plan is intended to comply with the American Jobs Creation Act of 2004 and new
Internal Revenue Code Section 409A and the regulations and guidance thereunder (“New Law”). This
Plan was adopted effective as of January 1, 2005 prior to the issuance of all guidance and
interpretation of the New Law and operated in good faith compliance in 2005. This Plan is amended
and restated as of January 1, 2006 in good faith compliance with the guidance issued in 2005. It
is expected that there may be further guidance under the New Law and that the Plan may be amended
to conform to such guidance as issued, and operated in good faith compliance prior to formal
adoption of amendment(s), within the applicable transition period(s) provided for the New Law.




ARTICLE 1

Definitions




               For purposes hereof, unless otherwise clearly apparent from the context, the following
phrases or terms shall have the following meanings:





	1.1	 	“Account Balance” shall mean the aggregate number of Deferred Stock Units allocated on
account of a Participant’s Deferral Period Amounts and adjusted in accordance with Section
3.4 of the Plan. This account shall be a bookkeeping entry only and shall be utilized solely
as a device for the measurement and determination of the number of shares of Common Stock to
be paid to or in respect of a Participant pursuant to the Plan. When preceded by a year,
Account Balance shall mean the aggregate number of Deferred Stock Units on account of a
Deferral Period commencing in that year (e.g., 2006 Account Balance means the Deferred Stock
Units, including dividend allocations, based on the 2006 Deferral Period).






	1.2	 	“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 7, that are entitled to receive benefits under the Plan upon the
death of a Participant.






	1.3	 	“Beneficiary Designation and Spousal Consent Form” shall mean the form established from
time to time by the Committee that a Participant executes and returns to the Corporate
Secretary to designate one or more Beneficiaries.






	1.4	 	“Board” shall mean the Board of Directors of Del Monte.




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	1.5	 	“Claimant” shall mean a Participant or Beneficiary who presents a claim to Del Monte in
accordance with Article 10.






	1.6	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated thereunder.






	1.7	 	“Committee” shall mean the Nominating and Corporate Governance Committee of the Board
(effective as of December 15, 2005, and prior to that the Compensation Committee), or such
other committee as the Board shall appoint from time to time to administer the Plan.






	1.8	 	“Common Stock” shall mean the common stock of Del Monte, par value $0.01 per share.






	1.9	 	“Compensation” shall mean any cash or any grant of Common Stock to be made pursuant to the
“Del Monte Foods Company 2002 Stock Incentive Plan” that is to be paid in respect of a
Deferral Period to a Participant. Compensation is earned monthly and paid quarterly on the
basis of Del Monte fiscal months and quarters. Compensation shall not include options, or
any gain resulting from the exercise of options, to purchase the stock of Del Monte.






	1.10	 	“Corporate Secretary” shall mean the Corporate Secretary of Del Monte.






	1.11	 	“Deferral Election Form” shall mean the form established from time to time by the Committee
that a Participant executes and returns to the Corporate Secretary to make an election to
defer Compensation under the Plan.






	1.12	 	“Deferral Period” shall mean a period of four fiscal quarters of Del Monte, commencing on
the first day of the fourth fiscal quarter which falls in a Plan Year and ending on the last
day of the next following third fiscal quarter which falls in the next succeeding Plan Year;
provided that the Deferral Period for the Restatement Effective Date shall begin January 1,
2006 and end as of the end of the next following third fiscal quarter of Del Monte. The
Deferral Period for 2005 was the calendar year.






	1.13	 	“Deferral Period Amount” shall mean that portion of a Participant’s Compensation that a
Participant elects to have and is deferred, in accordance with Article 3, for any one
Deferral Period.






	1.14	 	“Deferred Stock Units” shall mean the phantom stock units comprising a Participant’s
Account Balance, each of which represents one (1) share of Common Stock.






	1.15	 	“Del Monte” shall mean the Del Monte Foods Company, a Delaware corporation, and its
successors.






	1.16	 	“Director” shall mean a member of the Board who is not an employee of Del Monte.






	1.17	 	“Effective Date” shall mean the Effective Date of the Plan, which is January 1, 2005.
“Restatement Effective Date” shall mean the effective date of this restatement, which is
January 1, 2006.






	1.18	 	“Fair Market Value” of a share of Common Stock with respect to any day shall mean (a) the
average of the high and low sales prices on such day of a share of Common Stock as reported
on the principal securities exchange on which shares of Common Stock then are listed or
admitted to trading, or (b) if not so reported, the average of the closing bid and ask prices
on such day as





 





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	 	 	reported on the National Association of Securities Dealers Automated Quotation System, or
(c) if not so reported, as furnished by any member of the National Association of
Securities Dealers, Inc., selected by the Committee. In the event that the price of a
share of Common Stock shall not be so reported, the Fair Market Value of a share of Common
Stock shall be determined by the Committee in its absolute discretion and in good faith
compliance with Code Section 409A.






	1.19	 	“Participant” shall mean any Director (a) who elects to participate in the Plan; (b) who
complies with the enrollment requirements pursuant to Article 2; (c) who commences
participation in the Plan pursuant to Section 2.2; and (d) whose Plan Agreement has not
terminated.






	1.20	 	“Plan” shall mean the “Del Monte Foods Company 2005 Non-Employee Director Deferred
Compensation Plan,” as amended and restated, which shall be evidenced by this instrument and,
with respect to each Participant, by his or her Plan Agreement for each Deferral Period, as
each may be amended from time to time.






	1.21	 	“Plan Agreement” shall mean a written agreement, as may be amended from time to time, which
is entered into by and between Del Monte and the Participant. Each Plan Agreement executed
by a Participant shall provide for the entire benefit to which such Participant is entitled
under the Plan for a Deferral Period. The Plan Agreement for a Deferral Period bearing the
latest date of acceptance by the Corporate Secretary shall govern such entitlement and Del
Monte’s liability. Upon the complete payment of a Participant’s Account Balance attributable
to a Deferral Period, each individual’s Plan Agreement for that Deferral Period and his or
her status as a Participant for that Deferral Period shall terminate. Each Plan Agreement
may be amended by the written consent of both parties from time to time.






	1.22	 	“Plan Year” shall mean the calendar year period in which a Deferral Period commences. All
Plan Years (commencing on January 1, 2005) shall be the calendar year.






	1.23	 	“Survivor Benefit” shall mean the benefit set forth in Article 6.






	1.24	 	“Termination” shall mean the termination of service as a Director for any reason.






	1.25	 	“Termination Benefit” shall mean the benefit set forth in Article 5.






	1.26	 	“Termination Benefit Payout Form” shall mean the form established from time to time by the
Committee that a Participant executes and returns to the Corporate Secretary to make an
election as to the form and timing of the payout of his or her Termination Benefit for a
Deferral Period under the Plan.






	1.27	 	“Unforeseeable Financial Emergency” shall mean an unforeseeable emergency, consistent with
Code Section 409A and regulations thereunder, that would result in severe financial hardship
to the Participant resulting from (a) a sudden and unexpected illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152(a)) of
the Participant, (b) a loss of the Participant’s property due to casualty, or (c) such other
similar, extraordinary and unforeseeable circumstances arising as a result of events beyond
the control of the Participant, all as determined in the sole and absolute discretion of the
Committee based on the relevant facts and circumstances of the case but only to the extent
the emergency may not be relieved through reimbursement or compensation from insurance or
otherwise, by liquidation of the Participant’s assets to the extent the liquidation of the
assets would not cause severe financial hardship, or by the cessation of deferrals under the
Plan.





 





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ARTICLE 2

Eligibility/Enrollment





	2.1	 	Eligibility. Eligibility to participate in the Plan shall be limited to
non-employee Directors of Del Monte.






	2.2	 	Commencement of Participation. As a condition to enrolling in the Plan for any
Deferral Period, each Director shall execute and return to the Corporate Secretary a Plan
Agreement and a Deferral Election Form, and a Termination Benefit Payout Form for that
Deferral Period, and a Beneficiary Designation and Spousal Consent Form for the initial
deferral or for any subsequent change in beneficiary.






	2.3	 	Enrollment Requirements; Annual. Each Director may enroll for a Deferral Period
by executing and returning to the Corporate Secretary the required forms no later than the
end of the Plan Year preceding the Plan Year in which the Deferral Period commences. In
addition, the Committee shall establish from time to time such other enrollment requirements
as it determines in its sole and absolute discretion are necessary.






	2.4	 	Enrollment Requirements; Initial. Upon a Director’s initial election or
appointment to the Board of Directors as a non-employee Director, the Director may enroll for
the remainder of the Deferral Period during which the Director was initially elected or
appointed by executing and returning to the Corporate Secretary the required forms within
thirty (30) days after the individual’s election as a non-employee director. Commencing as
of the Restatement Effective Date, for purposes of this initial election, if the election is
made on the date the individual is elected or appointed a non-employee Director, the
remainder of the Deferral Period shall cover Compensation from the date of such election to
the end of the applicable Deferral Period. If the initial election is made after the date of
such initial election as a non-Employee Director but within thirty (30) days of such
election, the remainder of the Deferral Period shall cover Compensation from the first day of
the fiscal quarter next following the election to the end of the applicable Deferral Period.





ARTICLE 3

Deferral Commitments/Vesting/Earnings Crediting





	3.1	 	Election to Defer. When enrolling in accordance with Article 2, a Participant may
elect to defer a certain amount of Compensation (the “Deferral Period Amount”). A
Participant may make separate elections to defer either zero percent (0%), fifty percent
(50%), or one hundred percent (100%) of each of such Participant’s stock Compensation and
cash Compensation earned during the applicable Deferral Period (or, if applicable, the
portion of the Deferral Period) after the Participant’s election is effective.






	3.2	 	Effect of Deferral Election Form. Deferral elections shall be made by delivering
to the Corporate Secretary an executed Deferral Election Form, which must be accepted by the
Corporate Secretary for a valid election to exist. For each succeeding Plan Year, a new
Deferral Election Form must be delivered to the Corporate Secretary, in accordance with
Section 2.3. If no Deferral Election Form is timely delivered for a Plan Year, no Deferral
Period Amount shall be withheld for the Deferral Period for that Plan Year. As of December
31 of the year prior to the Deferral Period, the deferral election shall become irrevocable.





 





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	3.3	 	Withholding of Deferral Period Amounts; Conversion into Deferred Stock Units. For
each Deferral Period, Compensation shall be withheld to the extent of the Deferral Period
Amount at the time the Compensation is or otherwise would be paid to the Participant,
generally as of the end of each fiscal quarter of Del Monte. The dollar value of the
Deferral Period Amount will be converted into Deferred Stock Units (including fractions
thereof) by dividing the Deferral Period Amount by the Fair Market Value of a share of Common
Stock as of the time Compensation is withheld; such Deferred Stock Units will be credited to
the Participant’s Account Balance for the Deferral Period at such time. Hence, each Deferred
Stock Unit represents one (1) share of Common Stock to which the Participant is entitled upon
the eventual payment of his Account Balance. Under no circumstances shall a Participant’s
Deferred Stock Units be “reconverted” into cash or be deemed to represent any fixed dollar
amount under any provision of this Plan.






	3.4	 	Crediting of Dividends and Distributions. Each Deferred Stock Unit will be
credited with dividends and special distributions at the time such dividend or special
distribution is paid to Common Stock shareholders of Del Monte, which will be converted into
additional Deferred Stock Units. With respect to the crediting of dividends and special
distributions, Deferred Stock Units will not be entitled to voting rights. Each Deferred
Stock Unit (or fraction thereof) will be converted into one (1) whole share of Common Stock
upon the payment of any benefit under this Plan.






	3.5	 	Payment of Account Balances. The payment of Account Balances under Articles 4, 5,
and 6 of this Plan shall be effected by issuing shares of Common Stock to the Participant (or
Beneficiary) in a number that is equal to the number of Deferred Stock Units in such
Participant’s Account Balance as of the date of Termination (or date of withdrawal, if
applicable). No fractional shares of Common Stock will be issued under the Plan. If the
calculation of the total number of shares of Common Stock to be issued under this Plan
results in fractional shares, then the number of shares of Common Stock will be rounded up to
the nearest whole share of Common Stock.






	3.6	 	Vesting. A Participant shall at all times be one hundred percent (100%) vested in
his or her Account Balance.





ARTICLE 4

Withdrawal Payouts





	4.1	 	Withdrawal Payout Unforeseeable Financial Emergencies. If a Participant
experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee
to receive a partial or full payout from the Plan. If the Committee determines that the
Participant has an Unforeseeable Financial Emergency, any payout shall be made within thirty
(30) days of the date of approval, payable in Common Stock in a lump sum. The payout shall
not exceed the lesser of the Participant’s Account Balance, calculated as of the date the
petition is approved, or the amount reasonably necessary to satisfy the Unforeseeable
Financial Emergency (including any amounts necessary to pay any federal, state or local
income taxes or penalties reasonably anticipated to result from the payout).






	4.2	 	Suspension for Unforeseeable Financial Emergency. Commencing as of the
Restatement Effective Date, if a Participant receives a payout under Section 4.1, the
Participant’s deferral election for any amounts payable for the remainder of the Deferral
Period shall be cancelled as of the date the Committee approves the withdrawal for an
Unforeseeable Financial Emergency.





 





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	 	 	A Participant may re-enroll in the Plan for a subsequent Plan Year upon making an annual
enrollment under Section 2.3.





ARTICLE 5

Termination Benefit





	5.1	 	Termination Benefit. In the case of Termination, the Participant shall receive a
benefit equal to his or her Account Balance which shall be paid, or commence to be paid no
later than thirty (30) days from the date of Termination, or any other applicable delayed
distribution date due to administrative impracticality; provided that any delayed payment
will be made no later than the end of the calendar year in which the Termination occurred or,
if later, the 15th day of the third calendar month following the Termination.






	5.2	 	Form of Termination Benefit. When electing to defer Compensation for a Deferral
Period, a Participant shall make an election on the Termination Benefit Payout Form to
receive his or her Account Balance attributable to that Deferral Period as a Termination
Benefit payable either as: (a) a lump sum of Common Stock; or (b) annual installments of an
equal number of shares of Common Stock spread over a period of not more than fifteen (15)
years.






	5.3	 	Death Prior to Completion of Termination Benefits. If a Participant dies after
Termination but before the Termination Benefit is paid, the Beneficiary shall be paid the
Termination Benefit in the form of a lump sum or installments of an equal number of shares of
Common Stock spread over a period of not more than fifteen (15) years, as designated by the
Participant in a Termination Benefit Payout Form. If a Participant dies after a Termination
Benefit has become payable in installments, the Beneficiary shall be paid the remaining
Termination Benefit in the form of either a lump sum or in equal annual installments over the
remaining number of years in the installment period for the Termination Benefit, as
designated by the Participant in a Termination Benefit Payout Form. In the absence of such
designation by the Participant prior to death, the Participant’s unpaid Termination Benefit
payments shall continue and shall be paid to the Participant’s Beneficiary for the remaining
number of years in the installment period for the Termination Benefit. In any event, if the
Beneficiary dies prior to complete distribution of the Termination Benefit in installments,
payments will be made to the Beneficiary’s estate over the remaining number of years in the
installment period and in the same amounts as that benefit would have been paid to the
Beneficiary had the Beneficiary survived.






	5.4	 	Changes to Form of Termination Benefit. A Participant may change his or her
election as to form (lump sum or equal annual installments) by submitting a new Termination
Benefit Payout Form to the Corporate Secretary which shall not be effective until twelve (12)
months after the Termination Benefit Payout Form is submitted and until received, accepted
and acknowledged in writing by the Corporate Secretary. In addition, if a Participant
changes his or her election as to form upon Termination other than death, no revised
Termination Benefit Payout Form will be valid and effective for payment on Termination
unless it is made at least one (1) year prior to Termination and (2) the payout date is
delayed to a date that is five (5) years from the date the Termination Benefit would
otherwise have been paid or first commenced payment on account of Termination (for other than
death) under any current Termination Benefit Payout Form (the “delayed distribution date”).
A Termination Benefit Payout Form that changes the form of payout on account of Termination
other than death does not revoke the designation of payout on account of the Participant’s
death, unless otherwise specifically so directed, and any revised Termination Benefit Payout
Form does not revoke a prior Termination Benefit Payout Form until the revised Termination
Benefit Form is effective under the terms of the Plan. For purposes of this Section 5.4 and
determining when a benefit would otherwise have been





 





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	 	 	payable, entitlement to a series of installment payments is treated as the entitlement to a
single payment commencing as of the date of the first installment.






	5.5	 	Delay of Payment: Del Monte may delay payment of a Termination Benefit upon such
events and conditions as the IRS may permit in generally applicable published guidance under
Code Section 409A, including, without limitation, payments that Del Monte reasonably
anticipates will violate Federal securities laws or other applicable law; provided that any
such delayed payment will be made at the earliest date at which Del Monte reasonably
anticipates that the making of the payment would not cause such a violation.






	5.6	 	Acceleration of Payment: Payment of a Termination Benefit for all or any Deferral
Period to a person other than the Director may be accelerated if the Committee determines
such payment to a person other than the Participant is necessary to fulfill the terms of a
domestic relations order (as defined in Code Section 414(p)(1)(B)). To the extent permitted
under Code Section 409A and applicable to a Director, the Committee may authorize payment of
any portion of a Director’s Termination Benefit (a) to pay FICA tax imposed on any amounts
under this Plan and/or (b) at any time that the Plan fails to meet the requirements of Code
Section 409A with respect to a Director, the amount required to be included in income for the
Director as a result of such failure and (c) to otherwise comply with the requirements of
Code Section 409A.





ARTICLE 6

Survivor Benefit





	6.1	 	Survivor Benefit. If a Participant has a Termination on account of death while
serving as a Director, the Participant’s Beneficiary shall receive a Survivor Benefit equal
to the Participant’s total Account Balance.






	6.2	 	Payment of Survivor Benefit. The Survivor Benefit shall be payable in Common Stock
in the manner designated by the Participant under the applicable Termination Benefit Payout
Form or, in the absence of a designation, in a lump sum. The Participant may designate
payment under any applicable Termination Benefit Payout Form to be made (1) in a lump sum or
(2) in annual installments of an equal number of shares of Common Stock spread over a period
of not more than fifteen (15) years. The Survivor Benefit shall be paid or commence payment
within thirty (30) days of the Committee’s receipt of proof of the Participant’s death.





ARTICLE 7

Beneficiary Designation





	7.1	 	Beneficiary. Each Participant shall have the right, at any time, to designate his
or her Beneficiary (both primary as well as contingent) to receive any benefits payable under
the Plan to a Beneficiary upon the death of a Participant. A Beneficiary designation shall
apply to the sum of all Account Balances of the Participant for all Deferral Periods. The
Beneficiary designated under this Plan may be the same as or different from the beneficiary
designation under any other plan of Del Monte in which the Participant participates.






	7.2	 	Beneficiary Designation; Spousal Consent; Change. A Participant shall designate
his or her Beneficiary by executing the Beneficiary Designation and Spousal Consent Form, and
returning it to the Corporate Secretary. Where required by law or by the Committee, in its
sole discretion, if the Participant names someone other than his or her spouse as a sole and
primary Beneficiary, the Beneficiary Designation and Spousal Consent Form must be signed by
that Participant’s spouse and returned to the Corporate Secretary. A Participant shall have
the right to change a





 





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	 	 	Beneficiary by executing a subsequent Beneficiary Designation and Spousal Consent Form and
otherwise complying with the terms of this Plan, such form and the Committee’s rules and
procedures, as in effect from time to time. Upon acceptance by the Corporate Secretary of
a new Beneficiary Designation and Spousal Consent Form, all Beneficiary Designation and
Spousal Consent Forms previously submitted shall be cancelled. The Committee shall be
entitled to rely on the last Beneficiary Designation and Spousal Consent Form submitted by
the Participant, and accepted by the Corporate Secretary prior to such Participant’s death.
For purposes of this Plan, a spouse is an individual to whom the Director is legally
married or an individual with whom the Director is registered as a domestic partner under
Section 297 of the California Family Code.






	7.3	 	Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until accepted and acknowledged in writing by the Corporate Secretary.






	7.4	 	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided in Sections 7.1 through 7.3 above, or, if all designated Beneficiaries predecease
the Participant, then the Participant’s designated Beneficiary shall be his or her surviving
spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan
shall be paid to the Participant’s estate.






	7.5	 	Doubt as to Beneficiary. If the Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right,
exercisable in its sole discretion, to withhold such payments until this matter is resolved
to the Committee’s satisfaction.





ARTICLE 8

Termination, Amendment, or Modification of Plan





	8.1	 	Termination. The Board reserves the right to terminate the Plan at any time as
permitted under Code Section 409A and its applicable regulations and other guidance. Upon
termination of the Plan, a Participant’s Account Balance, calculated as of the date of Plan
termination, shall be paid on the date of Plan termination, to the extent permitted under
Code Section 409A and the regulations thereunder, payable in Common Stock in a lump sum;
provided, however, that termination of the Plan shall not affect the right of
any Participant who experienced a Termination on or before the date of such Plan termination,
or a Beneficiary of such Participant, to receive benefits in the manner such Participant
elected. Notwithstanding the foregoing, any termination of the Plan shall not accelerate the
time and form of payment, in accordance with Code Section 409A, except that the Plan may be
terminated in the discretion of the Company:





 





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	 	8.1.1	 	within twelve (12) months of a corporate dissolution taxed under Code
Section 331 or with the approval of a bankruptcy court pursuant to 11 U.S.C.
503(b)(1)(A), provided that the amounts deferred under the Plan are included in the
Participant’s gross income in the latest of






	 	(a)     	 	the calendar year in which the Plan terminates;
	 
	 	(b)     	 	the calendar year in which the amount is no
longer subject to a substantial risk of forfeiture; or
	 
	 	(c)     	 	the first calendar year in which the payment is
administratively practicable.






	 	8.1.2	 	within the thirty (30) days preceding or the twelve (12) months
following a change in control event (as defined in Code Reg. Section 1.409A-1(c));
provided that all substantially similar arrangements for Directors are also
terminated.






	 	8.1.3	 	at any time if all arrangements that would be aggregated with the Plan
under Code Reg. Section 1.409A-1(c) are terminated and no payments other than
payments that would be payable under the terms of the Plan if the termination had
not occurred are made within twelve (12) months of the Plan termination and all
payments are made within twenty-four (24) months of the Plan termination and no new
arrangement that would be aggregated with the Plan under Code Reg. Section
1.409A-1(c) is adopted within five (5) years following the Plan termination.






	8.2	 	Amendment. The Board may, at any time, amend, or modify the Plan in whole or in
part; provided, however, that no amendment or modification shall be effective
to decrease a Participant’s Account Balance, calculated as of the effective date of the
amendment or modification. In addition, no amendment or modification of the Plan shall
affect the right of any Participant who experienced a Termination on or before the effective
date of such amendment or modification, or a Beneficiary of such Participant, to receive
benefits in the manner such Participant elected. The Board may, at any time, suspend any
Deferral Period(s) which commences after the Board adopts such suspension, including a
“freeze” of all future deferrals for which a Deferral Election Form has not become effective.






	8.3	 	Effect of Payment. The full payment of the applicable benefit under Articles 4, 5,
or 6 of the Plan shall discharge completely Del Monte and the Committee from all further
obligations under this Plan with respect to the Participant or his or her Beneficiary, and
that Participant’s Plan Agreement for the applicable Deferral Period(s) shall terminate upon
such full payment of benefits.





ARTICLE 9

Administration





	9.1	 	Committee Duties. This Plan shall be administered by the Committee. The Committee
also shall have the discretion and authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Plan and decide or resolve
any and all questions including interpretations of this Plan, as may arise in connection with
the Plan. Any Committee member must recuse himself or herself on any matter of personal
interest to such member that comes before the Committee.





 





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	9.2	 	Agents. In the administration of this Plan, the Committee may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit and may from
time to time consult with counsel, including counsel to Del Monte.






	9.3	 	Binding Effect of Decisions. The decision or action of the Committee with respect
to any question arising out of or in connection with the administration, interpretation, and
application of the Plan and the rules and regulations promulgated hereunder shall be final
and conclusive and binding upon all persons having any interest in the Plan.






	9.4	 	Indemnity of Committee. Del Monte shall indemnify and hold harmless the members of
the Committee against any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to this Plan, except in the case of willful
misconduct by the Committee or any of its members.





ARTICLE 10

Claims Procedures





	10.1	 	Presentation of Claim. Any Participant or Beneficiary of a deceased Participant
may deliver to the Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within sixty (60) days after such
notice was received by the Claimant. All other claims must be made within one hundred eighty
(180) days of the date on which the event that caused the claim to arise occurred. The claim
must state with particularity the determination desired by the Claimant.






	10.2	 	Notification of Decision. The Committee shall consider a Claimant’s claim within
sixty (60) days of the making of the claim, and shall notify the Claimant in writing:






	 	    (a)     	 	that the Claimant’s requested determination has been made, and that the
claim has been allowed in full; or






	 	    (b)     	 	that the Committee has reached a conclusion contrary, in whole or in
part, to the Claimant’s requested determination, and such notice must set forth in
a manner calculated to be understood by the Claimant:






	 	(i)	 	the specific reason(s) for the denial of the claim, or
any part of it;






	 	(ii)	 	specific reference(s) to pertinent provisions of the
Plan upon which such denial was based;






	 	(iii)	 	a description of any additional material or
information necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary; and






	 	(iv)	 	an explanation of the claim review procedure set forth
in Section 10.3 below.






	10.3	 	Review of a Denied Claim. Within sixty (60) days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s
duly authorized representative) may file with the Committee a written request for a review of
the denial of the claim. Thereafter, but not later than thirty (30) days after the review
procedure begins, the Claimant (or the Claimant’s duly authorized representative):





 






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	 	(a)     	 	may review pertinent documents;






	 	(b)     	 	may submit written comments or other documents; and/or






	 	(c)     	 	may request a hearing, which the Committee, in its sole discretion, may
grant.






	10.4	 	Decision on Review. The Committee shall render its decision on review promptly,
and not later than sixty (60) days after the filing of a written request for review of the
denial pursuant to Section 10.3, unless a hearing is held or other special circumstances
require additional time, in which case the Committee’s decision must be rendered within one
hundred twenty (120) days after such date. Such decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:






	 	(a)     	 	specific reasons for the decision;






	 	(b)     	 	specific reference(s) to the pertinent Plan provisions upon which the
decision was based; and






	 	(c)     	 	such other matters as the Committee deems relevant.






	10.5	 	Legal Action. A Claimant’s compliance with the foregoing provisions of this
Article 10 is a mandatory prerequisite to a Claimant’s right to commence any legal action
with respect to any claim for benefits under this Plan.





ARTICLE 11

Miscellaneous





	11.1	 	Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable right, interest or claim in any
property or assets of Del Monte. Del Monte’s assets shall be, and remain, the general,
unpledged and unrestricted assets of Del Monte. Del Monte’s obligation under the Plan shall
be merely that of an unfunded and unsecured promise to pay money in the future with respect
to its Participants.






	11.2	 	Company’s Liability. Del Monte’s liability for the payment of benefits shall be
defined only by the Plan. Del Monte shall have no obligation to a Participant under the Plan
except as expressly provided in the Plan.






	11.3	 	Taxes. It shall be the sole responsibility of the Participant to properly account
for and to pay any income and self-employment tax payable on amounts deferred or benefits
paid under this Plan.






	11.4	 	Nonassignability. Neither a Participant nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are, expressly declared to
be unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant’s or any other person’s
bankruptcy or insolvency.





 






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	11.5	 	Coordination with Other Benefits. The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits available to
such Participant under any other plan or program of Del Monte. The Plan shall supplement and
shall not supersede, modify or amend any other such plan or program except as expressly may
be provided otherwise.






	11.6	 	No Special Rights. Nothing contained in this Agreement shall confer upon any
Participant any right with respect to the continuation of his or her service with Del Monte.






	11.7	 	Furnishing Information. A Participant or his or her Beneficiary will cooperate
with the Committee by furnishing any and all information requested by the Committee and take
such other actions as may be requested in order to facilitate the administration of the Plan
and the payments of benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.






	11.8	 	Captions. The captions of the articles, sections and paragraphs of this Plan are
for convenience only and shall not control or affect the meaning or construction of any of
its provisions.






	11.9	 	Governing Law. The Plan will be administered in accordance with the laws of the
State of California, without reference to its principles of conflicts of laws.






	11.10	 	Notice. Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered
or certified mail, to:





	 	 	 
	 

	 	Chair, Nominating and Corporate Governance Committee of the Board
of Directors

c/o Del Monte Foods Company

One Market at the Landmark

San Francisco, CA 94105
	 
	 	 
	 

	 	With a copy to the Corporate Secretary







	 	 	Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.






	 	 	Any notice or filing required or permitted to be given to a Participant under
this Plan shall be sufficient if in writing and hand-delivered, or sent by mail,
to the last known address of the Participant.






	11.11	 	Successors. The provisions of this Plan shall bind and inure to the benefit of
Del Monte and its successors and assigns, and the Participant, the Participant’s
Beneficiaries, and their permitted successors and assigns.






	11.12	 	Spouse’s Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant automatically shall pass to the Participant
and shall not be transferable by such spouse in any manner, including but not limited to such
spouse’s will, nor shall pass such interest under the laws of intestate succession.





 





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	11.13	 	Validity. In case any provision of this Plan shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision never had been
inserted herein.






	11.14	 	Incompetent. If the Committee determines in its discretion that a benefit under
this Plan is to be paid to a minor, a person declared incompetent, or a person incapable of
handling the disposition of that person’s property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Committee may require proof of minority,
incompetency, incapacity or guardianship, as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the account of the Participant
and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of
any liability under the Plan for such payment amount.






	11.15	 	Counterparts. This instrument may be executed in one or more counterparts each of
which shall be legally binding and enforceable.





          IN WITNESS WHEREOF, Del Monte has executed this Plan document as of




December 15, 2005.




	 	 	 	 	 
	 	DEL MONTE FOODS COMPANY, a Delaware corporation

 	 
	 	By:  	/s/ Mark J. C. Buxton
 	 
	 	 	Title: Vice President, Human Resources 	 
	 	 	 	 
	 



 






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