Q2 2001 10Q DOC








                                                                  Exhibit 10.3






UNANIMOUS WRITTEN CONSENT

OF

THE NOMINATING AND COMPENSATION COMMITTEE

OF

DEL MONTE FOODS COMPANY

A Delaware Corporation

 

The undersigned being all the members of the duly authorized
Nominating and Compensation Committee (the "Compensation Committee") of the
Board of Directors (the "Board") of Del Monte Foods Company, a Delaware
corporation (the "Corporation"), do hereby approve, adopt and consent to the
following resolutions as the action of the Compensation Committee without the
formality of a meeting. It is the intent of the undersigned that this consent be
executed in lieu of a meeting of the Compensation Committee, and that it shall
be filed with the minutes of proceedings of the Compensation Committee.

RESOLUTIONS

WHEREAS, the Board has authorized the officers of the
Corporation to explore the possibility of entering into a stockholder value-
enhancing transaction (a "Sale"), including a sale, merger or other
consolidation of the Corporation by or with another company ("Acquiror");

WHEREAS, in connection with a potential Sale, the
Corporation seeks to enhance stockholder value by incentivizing certain key
employees to remain with the Corporation through the transition process and the
consummation of a Sale;

WHEREAS, to reward the officers for enhancing the
value of the Corporation and to provide incentives for them to remain employed
by the Corporation, the Corporation is creating an incentive compensation pool
(the "Incentive Compensation Pool") to be allocated among certain key employees
(the amount of which would be determined by reference to the incentive formula
set forth on Schedule A hereto), payable in cash after consummation of a
Sale as described herein (the "Retention Plan");

WHEREAS, the members of the Compensation Committee
have been presented with and have reviewed certain materials regarding the
Retention Plan and have engaged in discussions among themselves and with various
advisors regarding fiduciary and other issues raised by the Retention Plan; 

WHEREAS, the Compensation Committee has concluded that
the Retention Plan is an appropriate tool for retaining and incentivizing the
employees critical to the Corporation through a successful Sale; and

WHEREAS, the Compensation Committee has determined it
to be in the best interests of the Corporation to: (i) adopt and approve the
Retention Plan as described herein; (ii) adopt and approve the specific
allocation of the Incentive Compensation Pool as set forth on Schedule B
hereto among the key employees identified thereon (the "Key Employees"); and
(iii) authorize certain officers of the Corporation on its behalf to enter into
retention agreements with the Key Employees or to amend existing employment
agreements with the Key Employees to reflect these resolutions, as deemed
necessary or desirable by such officers.

ADOPTION AND APPROVAL OF RETENTION PLAN TO GRANT
BONUSES TO CERTAIN EMPLOYEES OF THE CORPORATION

NOW, THEREFORE, BE IT RESOLVED, that the Retention
Plan is hereby adopted and approved in all respects, including the following
guidelines:



	The total amount of the Incentive Compensation Pool shall be calculated with
reference to the aggregate price per share at which a Sale is consummated as set
forth on Schedule B hereto; 
	The bonuses shall be payable if, and only if, the Sale results in a "Change
of Control" of the Corporation as defined on Schedule C hereto (a "Change
of Control"); 
	If a Change of Control occurs, each Key Employee's bonus shall be payable in
cash five (5) business days after the Change of Control occurs, provided the Key
Employee is still employed by the Corporation as of the time of the Change of
Control; and 
	The Corporation will make Gross Up Payments (as defined on Schedule D
hereto) to a Key Employee substantially on the terms described in
Schedule D in the event it is determined (substantially pursuant to the
provisions set forth in Schedule D) that payments to such Key Employee
under the Retention Plan are subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended, or any
successor provision or any comparable provision of state or local income tax
law.






ADOPTION AND APPROVAL OF ALLOCATIONS OF BONUSES AMONG EMPLOYEES OF THE
CORPORATION

RESOLVED FURTHER, that the specific allocation of
percentages of the Incentive Compensation Pool among the Key Employees as set
forth on Schedule B hereto is hereby approved and adopted in all
respects.

AUTHORIZATION TO ENTER INTO RETENTION AGREEMENTS OR AMEND EMPLOYMENT
AGREEMENTS 

RESOLVED FURTHER, that the Chief Executive Officer
and the Chief Financial Officer of the Corporation be, and each of them acting
alone hereby is, authorized, directed and empowered on behalf of the Corporation
and in its name to enter into retention agreements with the Key Employees or
amend existing employment agreements with the Key Employees to reflect these
resolutions, as deemed necessary or desirable by such officer, such approval to
be conclusively evidenced by the execution and delivery of any such document by
such officer of the Corporation.

GENERAL

RESOLVED FURTHER, that the officers of the
Corporation be, and each of them acting alone hereby is, authorized, directed
and empowered on behalf of the Corporation and in its name to take or cause to
be taken all actions and to execute and deliver all such instruments which the
officers of the Corporation, or any one or more of them, approve as necessary or
desirable in connection with the foregoing resolutions, such approval to be
conclusively evidenced by the taking of any such action or the execution and
delivery of any such instrument by an officer of the Corporation.

RESOLVED FURTHER, that any specific resolutions that
may be required to have been adopted by the Compensation Committee in connection
with the actions contemplated by the foregoing resolutions be, and they hereby
are, adopted, and the Secretary or any Assistant Secretary of the Corporation
be, and each of them acting alone hereby is, authorized to certify as to the
adoption of any and all such resolutions and attach such resolutions hereto.

RESOLVED FURTHER, that all actions heretofore taken by
any officer, director or other employee of the Corporation in connection with or
otherwise in contemplation of the transactions contemplated by any of the
foregoing resolutions be, and they hereby are, ratified, confirmed and approved
in all respects.

 

IN WITNESS WHEREOF, the undersigned, being all of the
members of the Compensation Committee, have caused this consent to be executed
and adopted effective as of the 24th day of October, 2000.

 

_/s/ Denise M. O'Leary__________

Denise O'Leary

_/s/ William S. Price, III__________

William S. Price, III

_/s/ Jeffrey A. Shaw_____________

Jeffrey A. Shaw

 

SCHEDULE A

Sale Incentive Formula for Incentive Compensation Pool



 

XXX

 

OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT

FULL TEXT FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION

SCHEDULE B

Allocation of Incentive Compensation Pool among Key
Employees

 

 

XXX

 

OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT

FULL TEXT FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION

SCHEDULE C

Change of Control Definition

 

"Change of Control" shall mean the occurrence of one or more
of the following events:

(1) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Corporation to any individual, partnership, corporation,
limited liability company, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof (a "Person") or group
of related Persons for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (a "Group"), together with any Affiliates (as defined below)
thereof other than to TPG Partners, L.P. ("TPG") or its Affiliates;

(2) the approval by the holders of any and all shares,
interests, participations or other equivalents (however designated and whether
or not voting) of corporate stock, including each class of common stock and
preferred stock, of the Corporation ("Capital Stock") of any plan or proposal
for the liquidation or dissolution of the Corporation;

(3) (i) any Person or Group (other than TPG or its
Affiliates) shall become the owner, directly or indirectly, beneficially or of
record, of shares representing more than 40% of the aggregate ordinary voting
power represented by the issued and outstanding Capital Stock (the "Voting
Stock") of the Corporation and (ii) TPG and its Affiliates shall beneficially
own, directly or indirectly, in the aggregate a lesser percentage of the Voting
Stock of the Corporation than such other Person or Group;

(4) the replacement of a majority of the Board over a two-
year period from the directors who constituted the Board at the beginning of
such period, and such replacement shall not have been approved by a vote of at
least a majority of the Board then still in office who either were members of
such Board at the beginning of such period or whose election as a member of such
Board was previously approved or who were nominated by, or designees of TPG or
its Affiliates (any such individual who was a director at the beginning of such
period or is so approved, nominated or designated being referred to herein as an
"Incumbent Director"); provided, however, that no individual shall be considered
an Incumbent Director if the individual initially assumed office as a result of
either an actual or threatened "Election Contest" (as described in Rule 14a-11
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board (a
"Proxy Contest") including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest; or

(5) a merger or consolidation involving the Corporation in
which the Corporation is not the surviving corporation, or a merger or
consolidation involving the Corporation in which the Corporation is the
surviving corporation but the holders of shares of common stock of the
Corporation receive securities of another corporation and/or other property,
including cash, or any other similar transaction.

"Affiliate" shall mean, with respect to any specified Person,
any other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person.

The term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" or "controlled" have meanings
correlative of the foregoing.

SCHEDULE D

Gross Up Payments

a)In the event it is determined (pursuant to clause
(b) below) or finally determined (as defined in clause (c)(iii) below)
that any payment, distribution, transfer, benefit or other event with respect to
the Corporation or its predecessors, successors, direct or indirect subsidiaries
or affiliates (or any predecessor, successor or affiliate of any of them, and
including any benefit plan of any of them), to or for the benefit of the Key
Employee or the Key Employee's dependents, heirs or beneficiaries (whether such
payment, distribution, transfer, benefit or other event occurs pursuant to the
terms of the Retention Plan or otherwise, but determined without regard to any
additional payments required under this Schedule D) (each a "Payment" and
collectively the "Payments") is or was subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"),
and any successor provision or any comparable provision of state or local income
tax law (collectively, "Section 4999"), or any interest, penalty or
addition to tax is or was incurred by the Key Employee with respect to such
excise tax (such excise tax, together with any such interest, penalty or
addition to tax, hereinafter collectively referred to as the "Excise Tax"),
then, within ten (10) days after such determination or final determination, as
the case may be, the Corporation shall pay to the Key Employee an additional
cash payment (hereinafter referred to as the "Gross-Up Payment") in an amount
such that after payment by the Key Employee of all taxes, interest, penalties
and additions to tax imposed with respect to the Gross-Up Payment (including,
without limitation, any income and excise taxes imposed upon the Gross-Up
Payment), the Key Employee retains an amount of the Gross-Up Payment equal to
the Excise Tax imposed upon such Payment or Payments and the Gross-Up Payment.
This provision is intended to put the Key Employee in the same position as the
Key Employee would have been had no Excise Tax been imposed upon or incurred as
a result of any Payment.

(b)Except as provided in clause (c) below, the
determination that a Payment is subject to an Excise Tax shall be made in
writing by a certified public accounting firm selected by the Key Employee
("Key Employee's Accountant"). Such determination shall include the amount of
the Gross-Up Payment and detailed computations thereof, including any
assumptions used in such computations (the written determination of the Key
Employee's Accountant, hereinafter, the "Key Employee's Determination"). The Key
Employee's Determination shall be reviewed on behalf of the Corporation by a
certified public accounting firm selected by the Corporation (the "Corporation's
Accountant"). The Corporation shall notify the Key Employee within ten (10)
business days after receipt of the Key Employee's Determination of any
disagreement or dispute therewith, and failure to so notify within that period
shall be considered an agreement by the Corporation with the Key Employee's
Determination, and any agreement by the Corporation with the Key Employee's
Determination shall obligate the Corporation to make payment as provided in
clause (a) above within ten (10) days from the expiration of such ten (10)
business-day period. In the event of an objection by the Corporation to the Key
Employee's Determination, any amount not in dispute shall be paid within ten
(10) days following the ten (10) business-day period referred to herein, and
with respect to the amount in dispute the Key Employee's Accountant and the
Corporation's Accountant shall jointly select a third nationally recognized
certified public accounting firm to resolve the dispute and the decision of such
third firm shall be final, binding and conclusive upon the Key Employee and the
Corporation. In such a case, the third accounting firm's findings shall be
deemed the binding determination with respect to the amount in dispute,
obligating the Corporation to make any payment as a result thereof within ten
(10) days following the receipt of such third accounting firm's determination.
All fees and expenses of each of the accounting firms referred to in this
Schedule D shall be borne solely by the Corporation.

(c)The rights of a Key Employee under this Schedule
D shall be contingent on the agreement by the Key Employee to the provisions
set forth in this clause (c):

(i)The Key Employee shall notify the Corporation in
writing of any claim by the Internal Revenue Service (or any successor thereof)
or any state or local taxing authority (individually or collectively, the
"Taxing Authority") that, if successful, would require the payment by the
Corporation of a Gross-Up Payment. Such notification shall be given as soon as
practicable and shall apprise the Corporation of the nature of such claim and
the date on which such claim is requested to be paid. The Key Employee shall not
pay such claim prior to the expiration of the fifteen (15)-day period following
the date on which the Key Employee gives such notice to the Corporation (or such
shorter period ending on the date that any payment of taxes, interest, penalties
or additions to tax with respect to such claim is due). If the Corporation
notifies the Key Employee in writing prior to the expiration of such fifteen
(15)-day period that it desires to contest such claim (and demonstrates to the
reasonable satisfaction of the Key Employee its ability to make the payments to
the Key Employee that may ultimately be required under this section before
assuming responsibility for the claim), the Key Employee shall:
(A)give the Corporation any information reasonably
requested by the Corporation relating to such claim;

(B)take such action in connection with contesting such
claim as the Corporation shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with respect to
such claim by an attorney selected by the Corporation that is reasonably
acceptable to the Key Employee;

(C)cooperate with the Corporation in good faith in order
effectively to contest such claim; and

(D)permit the Corporation to participate in any
proceedings relating to such claim; provided, however, that the Corporation
shall bear and pay directly all attorneys fees, costs and expenses (including
additional interest, penalties and additions to tax) incurred in connection with
such contest and shall indemnify and hold harmless the Key Employee, on an
after-tax basis, for all taxes (including, without limitation, income and excise
taxes), interest, penalties and additions to tax imposed in relation to such
claim and in relation to the payment of such costs and expenses or
indemnification. Without limitation on the foregoing provisions of this
Schedule D, and to the extent its actions do not unreasonably interfere
with or prejudice the Key Employee's disputes with the Taxing Authority as to
other issues, the Corporation shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the Taxing
Authority in respect of such claim and may, at its sole option, either direct
the Key Employee to pay the tax, interest or penalties claimed and sue for a
refund or contest the claim in any permissible manner, and the Key Employee
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Corporation shall determine; provided, however, that if the
Corporation directs the Key Employee to pay such claim and sue for a refund, the
Corporation shall advance an amount equal to such payment to the Key Employee,
on an interest-free basis, and shall indemnify and hold harmless the Key
Employee, on an after-tax basis, from all taxes (including, without limitation,
income and excise taxes), interest, penalties and additions to tax imposed with
respect to such advance or with respect to any imputed income with respect to
such advance; and, provided, further, that any extension of the statute of
limitations relating to payment of taxes, interest, penalties or additions to
tax for the taxable year of the Key Employee with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount; and, provided, further, that any settlement of any claim shall be
reasonably acceptable to the Key Employee and the Corporation's control of the
contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder, and the Key Employee shall be entitled to settle or
contest, as the case may be, any other issue.


(ii)If, after receipt by the Key Employee of an amount
advanced by the Corporation pursuant to clause (c)(i), the Key Employee receives
any refund with respect to such claim, the Key Employee shall (subject to the
Corporation's complying with the requirements of Schedule D) promptly pay
to the Corporation an amount equal to such refund (together with any interest
paid or credited thereon after taxes applicable thereto), net of any taxes
(including without limitation any income or excise taxes), interest, penalties
or additions to tax and any other costs incurred by the Key Employee in
connection with such advance, after giving effect to such repayment. If, after
the receipt by the Key Employee of an amount advanced by the Corporation
pursuant to clause (c)(i), it is finally determined that the Key Employee is not
entitled to any refund with respect to such claim, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall be treated as a Gross-Up Payment and shall offset, to the extent thereof,
the amount of any Gross-Up Payment otherwise required to be paid.


(iii)For purposes of this Schedule D, whether the
Excise Tax is applicable to a Payment shall be deemed to be "finally determined"
upon the earliest of: (A) the expiration of the 15-day period referred to
in clause (c)(i) above if the Corporation has not notified the Key Employee
that it intends to contest the underlying claim, (B) the expiration of any
period following which no right of appeal exists, (C) the date upon which a
closing agreement or similar agreement with respect to the claim is executed by
the Key Employee and the Taxing Authority (which agreement may be executed only
in compliance with this Schedule D), (D) the receipt by the Key
Employee of notice from the Corporation that it no longer seeks to pursue a
contest (which notice shall be deemed received if the Corporation does not,
within 15 days following receipt of a written inquiry from the Key Employee,
affirmatively indicate in writing to the Key Employee that the Corporation
intends to continue to pursue such contest).

(d)As a result of uncertainty in the application of
Section 4999 that may exist at the time of any determination that a Gross-
Up Payment is due, it may be possible that in making the calculations required
to be made hereunder, the parties or their accountants shall determine that a
Gross-Up Payment need not be made (or shall make no determination with respect
to a Gross-Up Payment) that properly should be made ("Underpayment"), or that a
Gross-Up Payment not properly needed to be made should be made ("Overpayment").
The determination of any Underpayment shall be made using the procedures set
forth in clause (b) above and shall be paid to the Key Employee as an
additional Gross-Up Payment. The Corporation shall be entitled to use procedures
similar to those available to the Key Employee in clause (b) to determine
the amount of any Overpayment (provided that the Corporation shall bear all
costs of the accountants as provided in clause (b)). In the event of a
determination that an Overpayment was made, any such Overpayment shall be
treated for all purposes as a loan to the Key Employee with interest at the
applicable Federal rate provided for in Section 1274(d) of the Code;
provided, however, that the amount to be repaid by the Key Employee to the
Corporation shall be subject to reduction to the extent necessary to put the Key
Employee in the same after-tax position as if such Overpayment were never
made.