exv10w1






Exhibit 10.1




DOLE FOOD COMPANY, INC.

GRANT NOTICE FOR 2010 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTIONS



FOR GOOD AND VALUABLE CONSIDERATION, Dole Food Company, Inc. (the “Company”), hereby grants to
Participant named below the nonqualified stock option (the “Option”) to purchase any part or all of
the number of shares of its common stock, par value $0.001 (the “Common Stock”), that are covered
by this Option, as specified below, at the Exercise Price per share specified below and upon the
terms and subject to the conditions set forth in this Grant Notice, the Dole Food Company, Inc.
2009 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms
and Conditions”) promulgated under such Plan, each as amended from time to time. This Option is
granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms
and Conditions.




	 	 	 

	Name of Participant:
	 	 
	 
	 	 
	Grant Date:

	 	November 29, 2010
	 
	 	 
	Number of Shares of Common Stock
covered by Option:
	 	 
	 
	 	 
	Exercise Price Per Share:

	 	$9.74
	 
	 	 
	Expiration Date:

	 	November 29, 2020
	 
	 	 
	Vesting Schedule:

	 	The Option vests and becomes
exercisable with respect to
one-third of the shares subject
to the Option on each of the
first, second and third
anniversaries of the Grant Date.





This Option is not intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended. By accepting this Grant Notice, Participant
acknowledges that he or she has received and read, and agrees that this Option shall be subject to,
the terms of this Grant Notice, the Plan and the Standard Terms and Conditions.




	 	 	 	 	 	 	 	 	 

	DOLE FOOD COMPANY, INC.	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Participant Signature	 	 
	 
	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Address (please print):	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DOLE FOOD COMPANY, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 





Exhibit 10.1



DOLE FOOD COMPANY, INC.

STANDARD TERMS AND CONDITIONS FOR

NONQUALIFIED STOCK OPTIONS



These Standard Terms and Conditions apply to the Options granted pursuant to the Dole Food
Company, Inc. 2009 Stock Incentive Plan (the “Plan”), which are identified as nonqualified stock
options and are evidenced by a Grant Notice or an action of the Administrator that specifically
refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the
Option shall be subject to the terms of the Plan, which are incorporated into these Standard Terms
and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Plan.





	1.	 	TERMS OF OPTION
	 
	 	 	Dole Food Company, Inc. (the “Company”), has granted to the Participant named in the Grant
Notice provided to said Participant herewith (the “Grant Notice”) a nonqualified stock
option (the “Option”) to purchase up to the number of shares of the Company’s common stock
(the “Common Stock”), set forth in the Grant Notice. The exercise price per share and the
other terms and subject to the conditions of the Option are set forth in the Grant Notice,
these Standard Terms and Conditions (as amended from time to time), and the Plan. For
purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the
Company shall include a reference to any Subsidiary.
	 
	2.	 	NONQUALIFIED STOCK OPTION
	 
	 	 	The Option is not intended to be an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.
	 
	3.	 	EXERCISE OF OPTION
	 
	 	 	The Option shall not be exercisable as of the Grant Date set forth in the Grant Notice.
After the Grant Date, to the extent not previously exercised, and subject to termination or
acceleration as provided in these Standard Terms and Conditions and the Plan, the Option
shall be exercisable only to the extent it becomes vested, as described in the Grant Notice
or the terms of the Plan, to purchase up to that number of shares of Common Stock as set
forth in the Grant Notice, provided that (except as set forth in Section 4.A below) the
Participant remains employed with the Company and does not experience a Termination of
Employment. The vesting period and/or exercisability of an Option may be adjusted by the
Administrator to reflect the decreased level of employment during any period in which the
Participant is on an approved leave of absence or is employed on a less than full time
basis.
	 
	 	 	To exercise the Option (or any part thereof), the Participant shall deliver to the Company a
“Notice of Exercise” in a form specified by the Administrator, specifying the number of
whole shares of Common Stock the Participant wishes to purchase and how the Participant’s
shares of Common Stock should be registered (in the Participant’s name




 









 






	 	 	only or in the Participant’s and the Participant’s spouse’s names as community property or
as joint tenants with right of survivorship).
	 
	 	 	The exercise price (the “Exercise Price”) of the Option is set forth in the Grant Notice.
The Company shall not be obligated to issue any shares of Common Stock until the Participant
shall have paid the total Exercise Price for that number of shares of Common Stock. The
Exercise Price may be paid in Common Stock, cash or a combination thereof, including an
irrevocable commitment by a broker to pay over such amount from a sale of the Common Stock
issuable under the Option, the delivery of previously owned Common Stock, withholding of
shares of Common Stock deliverable upon exercise of the Option, or in such other manners as
may be permitted by the Administrator.
	 
	 	 	Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as
practical after exercise. Notwithstanding the above, the Company shall not be obligated to
deliver any shares of Common Stock during any period when the Company determines that the
exercisability of the Option or the delivery of shares of Common Stock hereunder would
violate any federal, state or other applicable laws.
	 
	4.	 	EXPIRATION OF OPTION
	 
	 	 	The Option shall expire and cease to be exercisable as of the earlier of (a) the Expiration
Date set forth in the Grant Notice or (b) the date specified below in connection with the
Participant’s Termination of Employment:






	 	A.	 	If the Participant’s Termination of Employment is by reason of death,
Disability or Retirement, the Participant (or the Participant’s estate, beneficiary or
legal representative) may exercise the Option (regardless of whether then vested or
exercisable) until the date that is twelve months following the date of such
Termination of Employment.
	 
	 	B.	 	If the Participant’s Termination of Employment is for any reason other than
death, Disability, Retirement or Cause, the Participant may exercise any portion of the
Option that is vested and exercisable at the time of such Termination of Employment
until the date that is three months following the date of such Termination of
Employment. Any portion of the Option that is not vested and exercisable at the time
of such Termination of Employment (after taking into account any accelerated vesting
under Section 12 of the Plan or any other agreement between the Participant and the
Company (including any accelerated vesting to which the Participant is entitled in the
event of a “Qualified Termination” under a Change of Control Agreement between the
Participant and the Company), if applicable) shall be forfeited and canceled as of the
date of such Termination of Employment.
	 
	 	C.	 	If the Participant’s Termination of Employment is by the Company for Cause, the
entire Option, whether or not then vested and exercisable, shall be immediately
forfeited and canceled as of the date of such Termination of Employment.




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	5.	 	RESTRICTIONS ON RESALES OF SHARES ACQUIRED PURSUANT TO OPTION EXERCISE
	 
	 	 	The Company may impose such restrictions, conditions or limitations as it determines
appropriate as to the timing and manner of any resales by the Participant or other
subsequent transfers by the Participant of any shares of Common Stock issued as a result of
the exercise of the Option, including without limitation (a) restrictions under an insider
trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner
of sales by Participant and other optionholders and (c) restrictions as to the use of a
specified brokerage firm for such resales or other transfers.
	 
	6.	 	INCOME TAXES
	 
	 	 	The Company shall not deliver shares of Common Stock in respect of the exercise of any
Option unless and until the Participant has made arrangements satisfactory to the
Administrator to satisfy applicable withholding tax obligations. Unless the Participant
pays the withholding tax obligations to the Company by cash or check in connection with the
exercise of the Option, withholding may be effected, at the Company’s option, by withholding
Common Stock issuable in connection with the exercise of the Option (provided that shares of
Common Stock may be withheld only to the extent that such withholding will not result in
adverse accounting treatment for the Company). The Participant acknowledges that the
Company shall have the right to deduct any taxes required to be withheld by law in
connection with the exercise of the Option from any amounts payable by it to the Participant
(including, without limitation, future cash wages).
	 
	7.	 	NON-TRANSFERABILITY OF OPTION
	 
	 	 	Except as permitted by the Administrator or as permitted under the Plan, the Participant may
not assign or transfer the Option to anyone other than by will or the laws of descent and
distribution and the Option shall be exercisable only by the Participant during his or her
lifetime. The Company may cancel the Participant’s Option if the Participant attempts to
assign or transfer it in a manner inconsistent with this Section 7.
	 
	8.	 	OTHER AGREEMENTS SUPERSEDED
	 
	 	 	The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire
understanding between the Participant and the Company regarding the Option. Any prior
agreements, commitments or negotiations concerning the Option are superseded.
	 
	9.	 	LIMITATION OF INTEREST IN SHARES SUBJECT TO OPTION
	 
	 	 	Neither the Participant (individually or as a member of a group) nor any beneficiary or
other person claiming under or through the Participant shall have any right, title,
interest, or privilege in or to any shares of Common Stock allocated or reserved for the
purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions
except as to such shares of Common Stock, if any, as shall have been issued to such person
upon exercise of the Option or any part of it. Nothing in the Plan, in the Grant Notice,
these




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	 	 	Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall
confer upon the Participant any right to continue in the Company’s employ or service nor
limit in any way the Company’s right to terminate the Participant’s employment at any time
for any reason.
	 
	10.	 	GENERAL
	 
	 	 	In the event that any provision of these Standard Terms and Conditions is declared to be
illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such
provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of these Standard Terms and
Conditions shall not be affected except to the extent necessary to reform or delete such
illegal, invalid or unenforceable provision.
	 
	 	 	The headings preceding the text of the sections hereof are inserted solely for convenience
of reference, and shall not constitute a part of these Standard Terms and Conditions, nor
shall they affect its meaning, construction or effect.
	 
	 	 	These Standard Terms and Conditions shall inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
	 
	 	 	These Standard Terms and Conditions shall be construed in accordance with and governed by
the laws of the State of Delaware, without regard to principles of conflicts of law.
	 
	 	 	In the event of any conflict between the Grant Notice, these Standard Terms and Conditions
and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In
the event of any conflict between the Grant Notice and these Standard Terms and Conditions,
the Grant Notice shall control.
	 
	 	 	All questions arising under the Plan or under these Standard Terms and Conditions shall be
decided by the Administrator in its total and absolute discretion.
	 
	 	 	Notwithstanding anything herein or in the Plan to the contrary, no adjustments to the Option
and/or any of the terms hereof shall be made pursuant to Section 12 of the Plan or otherwise
in connection with the transactions to be consummated subsequent to Grant Date but prior to
the consummation of the Company’s initial public offering.
	 
	11.	 	ELECTRONIC DELIVERY
	 
	 	 	By executing the Grant Notice, the Participant hereby consents to the delivery of
information (including, without limitation, information required to be delivered to the
Participant pursuant to applicable securities laws) regarding the Company and the
Subsidiaries, the Plan, the Option and the Common Stock via Company web site or other
electronic delivery.






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