exv10w2






Exhibit 10.2




DOLE FOOD COMPANY, INC.

GRANT NOTICE FOR 2010 STOCK INCENTIVE PLAN

RESTRICTED STOCK



FOR GOOD AND VALUABLE CONSIDERATION, Dole Food Company, Inc. (the “Company”), hereby grants to
Participant named below the number of restricted shares of the Company’s common stock, par value
$0.001 (the “Common Stock”) specified below (the “Award”), 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”) adopted
under such Plan and provided to Participant, each as amended from time to time. This Award 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 restricted stock:
	 	 
	 
	 	 
	Vesting Schedule:

	 	The Award vests with respect to 100%
of the shares of restricted stock on
the third anniversary of the Grant
Date.





By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and
agrees that this Award 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 10.2




DOLE FOOD COMPANY, INC.

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK



These Standard Terms and Conditions apply to the Award of restricted stock granted pursuant to
the Dole Food Company, Inc. 2009 Stock Incentive Plan (the “Plan”), which 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 restricted stock 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 RESTRICTED STOCK
	 
	 	 	Dole Food Company, Inc., a Delaware corporation (the “Company”), has granted to the
Participant named in the Grant Notice provided to said Participant herewith (the “Grant
Notice”) an award of a number of restricted shares (the “Award” or the “Restricted Stock”)
of the Company’s common stock, par value $0.001 (the “Common Stock”) specified in the Grant
Notice. The Award is subject to the conditions set forth in the Grant Notice, these
Standard Terms and Conditions, and the Plan, each as amended from time to time. 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.	 	VESTING OF RESTRICTED STOCK
	 
	 	 	The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall
be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice
and these Standard Terms and Conditions. After the Grant Date, subject to termination or
acceleration as provided in these Standard Terms and Conditions and the Plan, the Award
shall become vested as described in the Grant Notice with respect to that number of shares
of Restricted Stock as set forth in the Grant Notice. Shares of Restricted Stock that have
vested and are no longer subject to forfeiture are referred to herein as “Vested Shares.”
Shares of Restricted Stock awarded hereunder that are not vested and remain subject to
forfeiture are referred to herein as “Unvested Shares.” Notwithstanding anything contained
in these Standard Terms and Conditions to the contrary, upon the Participant’s Termination
of Employment for any reason (including by reason of death, Retirement or Disability), any
then Unvested Shares (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) held by the Participant shall be forfeited and canceled as of the date of
such Termination of Employment.














 












	3.	 	RIGHTS AS STOCKHOLDER
	 
	 	 	From and after the Grant Date, the Participant shall have all of the ownership, voting
rights, dividend rights and all other rights of a stockholder of the Company with respect to
the Restricted Stock, except that (i) such rights as to Unvested Shares shall terminate upon
the forfeiture of such Unvested Shares as and to the extent specifically provided in Section
2 above and (ii) dividends payable in cash shall, with respect to any Unvested Shares, be
automatically reinvested in additional shares of Common Stock at a purchase price per share
equal to the Fair Market Value of a share of Common Stock on the date such dividend is paid;
provided, however that any fractional share shall be rounded up to a whole share. Any
additional shares of Common Stock accrued for the Participant through dividends on Unvested
Shares, whether through reinvestment or through a dividend paid in shares of Common Stock,
shall be subject to the same restrictions on transferability and risk of forfeiture as the
Unvested Shares with respect to which they were distributed.
	 
	4.	 	RESTRICTIONS ON RESALES OF SHARES
	 
	 	 	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 Vested Shares, 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 holders and (c)
restrictions as to the use of a specified brokerage firm for such resales or other
transfers.
	 
	5.	 	INCOME TAXES
	 
	 	 	To the extent required by applicable federal, state, local or foreign law, the Participant
shall make arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise by reason of the grant or vesting of the Restricted Stock. The
Company shall not be required to issue shares or to recognize the disposition of such shares
until such obligations are satisfied. Unless the Participant pays the withholding tax
obligations to the Company by cash or check, withholding may be effected, at the Company’s
option, by withholding Common Stock issuable in connection with the Award (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 Award from any amounts payable by it to the Participant (including,
without limitation, future cash wages).
	 
	6.	 	NON-TRANSFERABILITY OF UNVESTED SHARES
	 
	 	 	The Participant represents and warrants that the shares of Restricted Stock are being
acquired by the Participant solely for the Participant’s own account for investment and not
with a view to or for sale in connection with any distribution thereof. The Participant




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	 	 	further understands, acknowledges and agrees that, except as otherwise provided in the
Plan or as permitted by the Administrator, the Unvested Shares may not be sold, assigned,
transferred, pledged or otherwise directly or indirectly encumbered or disposed of.






	7.	 	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 Restricted Stock. Any
prior agreements, commitments or negotiations concerning the Restricted Stock are
superseded.
	 
	8.	 	LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK
	 
	 	 	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
in connection with the Award. Nothing in the Plan, in the Grant Notice, these 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.
	 
	9.	 	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




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	 	 	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.
	 
	10.	 	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, and the Restricted Stock via Company web site or other electronic
delivery.






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