exv10w2






Exhibit 10.2




DOLE FOOD COMPANY, INC.

GRANT NOTICE FOR 2009 STOCK INCENTIVE PLAN

PERFORMANCE SHARES



FOR GOOD AND VALUABLE CONSIDERATION, Dole Food Company, Inc. (the “Company”), hereby grants to
Participant named below the number of performance shares 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. Each performance share subject to this Award represents the right, pursuant to Section 9 of
the Plan, to receive one share of the Company’s common stock, par value $0.001 (the “Common
Stock”), subject to the conditions set forth in this Grant Notice, the Plan and the Standard Terms
and Conditions. 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
	 
	 	 
	Target number of performance shares
subject to the Award:
	 	 
	 
	 	 
	Performance Cycle:

	 	January 1, 2011 to December 31, 2013
	 
	 	 
	Vesting Schedule:

	 	The Award vests with respect to
earned performance shares on the date
the Administrator certifies the
achievement of the performance-based
vesting criteria
	 
	 	 
	Performance-Based Vesting Criteria

	 	The number of performance shares
earned will be determined based on
the performance criteria and schedule
set forth on Attachment A hereto





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.

STANDARD TERMS AND CONDITIONS FOR

PERFORMANCE SHARES



These Standard Terms and Conditions apply to the Award of performance shares 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 performance shares 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 PERFORMANCE SHARES
	 
	 	 	Dole Food Company, Inc., a Delaware corporation (the “Company”), has granted to the
Participant named in the Grant Notice (including Attachment A thereto) provided to said
Participant herewith (the “Grant Notice”) an opportunity to earn a target number of
performance shares (the “Award” or the “Performance Shares”) specified in the Grant Notice.
Each Performance Share represents the right, pursuant to Section 9 of the Plan, to receive
one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”),
upon the terms and 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 PERFORMANCE SHARES
	 
	 	 	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
Performance Shares earned as set forth in the Grant Notice and Attachment A thereto.
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 Performance 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.	 	SETTLEMENT OF PERFORMANCE SHARES
	 
	 	 	Earned and vested Performance Shares shall be settled by the delivery to the Participant or
a designated brokerage firm of one share of Common Stock per earned and vested





 









 





	 	 	Performance Share as soon as reasonably practicable following the vesting of such
Performance Shares, and in all events no later than March 15 of the year following the year
in which the Performance Cycle (as set forth in the Grant Notice) ends (unless delivery is
deferred pursuant to a nonqualified deferred compensation plan in accordance with the
requirements of Section 409A of the Code).
	 
	4.	 	RIGHTS AS STOCKHOLDER
	 
	 	 	The Participant shall have no voting rights or the right to receive any dividends with
respect to shares of Common Stock underlying earned or unearned Performance Shares unless
and until such shares of Common Stock are reflected as issued and outstanding shares on the
Company’s stock ledger.
	 
	5.	 	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 Common Stock issued in respect of earned and
vested Performance 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.
	 
	6.	 	INCOME TAXES
	 
	 	 	The Company shall not deliver shares in respect of any earned Performance Shares 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 delivery of the Common
Stock, withholding may be effected, at the Company’s option, by withholding Common Stock
issuable in connection with the vesting of the Performance Shares (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 delivery of the Performance Shares from any amounts payable by it to the
Participant (including, without limitation, future cash wages).
	 
	7.	 	NON-TRANSFERABILITY OF AWARD
	 
	 	 	The Participant represents and warrants that the Performance Shares and any shares of Common
Stock issued in respect of the Performance Shares 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 further understands,
acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by
the Administrator, the Performance Shares may not be sold, assigned, transferred, pledged or
otherwise directly or indirectly encumbered or disposed of.




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	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 Performance Shares. Any
prior agreements, commitments or negotiations concerning the Performance Shares are
superseded.
	 
	9.	 	LIMITATION OF INTEREST IN SHARES SUBJECT TO PERFORMANCE SHARES
	 
	 	 	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 vesting of the Performance Shares. 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.
	 
	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.




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	 	 	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.
	 
	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, and the Performance Shares via Company web site or other electronic
delivery.




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Attachment A





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