exv10w3






Exhibit 10.3




DOLE FOOD COMPANY, INC.

GRANT NOTICE FOR 2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK




(For Nonemployee Directors)



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
October 28, 2011.





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

RESTRICTED STOCK




(For Nonemployee Directors)



These Standard Terms and Conditions apply to the Award of restricted stock granted to a nonemployee
director 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 or disability), any then Unvested
Shares (after taking into account any accelerated vesting under Section 12 of the Plan) 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.	 	[RESERVED]
	 
	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
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




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	 	 	upon the Participant any right to continue in the Company’s service nor limit in any way the
Company’s right to terminate the Participant’s service 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 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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