exv10w1






Exhibit 10.1




DOLE FOOD COMPANY, INC.

2011 SELF-FUNDED CASH LONG TERM INCENTIVE PLAN




(Operating Document Effective January 1, 2011)


Section 1. ESTABLISHMENT AND PURPOSES.





	 	1.01	 	DOLE FOOD COMPANY, INC. (DOLE) hereby establishes the 2011
Self-Funded Cash Long Term Incentive Plan.
	 
	 	1.02	 	The purpose of this Plan is to advance the interests of DOLE by
(i) motivating special achievements by Eligible Employees upon whose judgment,
initiative and efforts DOLE is largely dependent for the successful conduct of
its business through a compensation program emphasizing long-term performance
incentives; (ii) supplementing other compensation plans; and (iii) assisting
DOLE in retaining and attracting such employees.
	 
	 	1.03	 	This Plan shall be effective as of January 1, 2011 and shall
operate on the basis of the current and succeeding Incentive Periods until such
time the Plan is amended or terminated under Section 11.





Section 2. DEFINITIONS.





As used herein, the following terms shall have the following meanings unless a
different meaning is plainly required in the context:




	 	2.01	 	“Base Year” shall mean the fiscal year immediately prior to the
Incentive Period.
	 
	 	2.02	 	“Board” shall mean the Board of Directors of DOLE.
	 
	 	2.03	 	“Committee” shall mean the Corporate Compensation and Benefits
Committee of DOLE.
	 
	 	2.04	 	“Contingent Award Amount” shall mean a contingent award to an
Eligible Employee expressed as a monetary value of the award.
	 
	 	2.05	 	“Contingent Award Percentage” shall mean a contingent award to an
Eligible Employee expressed as a percentage of such Eligible Employee’s annual
Salary at the beginning of the Incentive Period
	 
	 	2.06	 	“EBITDA” shall mean the equivalent of consolidated operating cash
flow from all DOLE business units and subsidiaries, calculated as earnings
before interest expense and income taxes plus depreciation and amortization.
EBITDA may also be adjusted for unusual, non-reoccurring cash or non-cash items
and for the pro forma effects of merger, acquisition and divestiture
transactions.
	 
	 	2.07	 	“EBITDA Performance Factor” shall mean an amount ranging from
100% to 101.14% as determined, based upon EBITDA at the end of the Incentive
Period, by applying the Performance Matrix attached as Exhibit A (as adjusted
pursuant to Section 9 or Section 12) of the Plan.




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	 	2.08	 	“Eligible Employee(s)” shall mean a Participant(s) who meets
eligibility requirements hereunder in order to receive an award under this Plan.
	 
	 	2.09	 	“Ending Value Multiplier”, with respect to any Contingent Award
Amounts, shall mean an amount determined by the EBITDA Performance Factor
	 
	 	2.10	 	“Final Award” shall mean the amount awarded pursuant to this Plan
to be paid to an Eligible Employee for the Incentive Period.
	 
	 	2.11	 	“Incentive Periods”, with respect to any Contingent Award Amounts
or Final Award, shall mean DOLE’s fiscal years 2011 through 2013 inclusive, and
each annually immediately succeeding three fiscal year period inclusive.
	 
	 	2.12	 	“Participant” shall mean an employee of DOLE or a Subsidiary who
the Committee, in its sole discretion, has designated as a Participant for the
applicable Incentive Period based on criteria that he or she is or give promise
of becoming of exceptional importance to DOLE or any Subsidiary, and of making
substantial contributions to the success, growth and profit of DOLE and its
Subsidiaries.
	 
	 	2.13	 	“Performance Matrix” shall mean the matrix attached as Exhibit A,
which is used in calculating Ending Value Multipliers under this Plan.
	 
	 	2.14	 	“Plan” shall mean this Long Term Incentive Plan, as it may be
amended from time to time. The Plan constitutes the current operating document
for the administration of the Plan adopted effective January 1, 2011.
	 
	 	2.15	 	“Retirement” shall mean the termination of a Participant’s
employment with DOLE or a Subsidiary under circumstances where the Participant
terminates when either reaching at least (a) age 55 with 5 years of regular,
full-time service or (b) age 65, with no minimum service requirement.
	 
	 	2.19	 	“Salary” shall mean annual base salary of the Participant on January 1, 2011.
	 
	 	2.20	 	“Subsidiary” or “Subsidiaries” shall mean any corporation(s) in
which DOLE or any Subsidiary (as defined hereby) owns, at the time of making a
Contingent Award Amount hereunder, stock possessing more than 50 percent of the
total combined voting power of all classes of stock in such corporation.
	 
	 	2.21	 	“Involuntary Termination without Cause” shall mean a termination
which results from a workforce reduction, elimination of operations or job
elimination, or a termination without cause. “Cause” shall mean, with respect
to any Eligible Employee, a good faith determination by DOLE that the Eligible
Employee is guilty of dishonesty, a violation of any state or federal law or the
law of any sovereignty in which DOLE or its subsidiaries have operations, a
violation DOLE’S Code of Conduct, or failure to perform his or her duties to
establish standards after notice and failure to improve.





Section 3. ELIGIBILITY.





	 	3.01	 	Contingent Award Amounts and Final Awards may be made only to
Eligible Employees.




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	 	3.02	 	No member of the Committee or the Board who is not an employee of
DOLE or of a Subsidiary shall be an Eligible Employee.
	 
	 	3.03	 	In order for a Participant to become an Eligible Employee, the
Participant must also:






	 	§	 	Be hired for or promoted to a regular, full-time eligible position,
as defined the Company, by the start of the Company’s fourth fiscal
quarter of the first year of the Incentive Period;
	 
	 	§	 	Be on the payroll and actively employed, or on an approved, paid
flexible time off, or on a leave which has been designated as “family
leave” under federal or California law, as of the expiration of
Incentive Period under the Plan.






	 	3.04	 	If an Eligible Employee is on an approved leave of absence that
extends beyond a leave which has been designated as “family leave” under federal
or California law, the Contingent Award Percentage for that Eligible Employee
will be pro-rated to exclude the time on approved leave that exceeds the leave
period provided for under “family leave”.





Section 4. ADMINISTRATION.





	 	4.01	 	The Plan shall be administered by the Committee.
	 
	 	4.02	 	The Committee shall be vested with full authority to make such
rules and regulations as it deems necessary to administer the Plan and to
interpret the provisions of the Plan. The Committee has the authority to
consider unusual, non-recurring cash and non-cash items and the pro forma
effects of merger, acquisition and divestiture transactions that occurred during
the Incentive Period and is provided with discretion to include or exclude such
items and effects in deriving the calculation of awards under the Plan. Any
determination, decision or action of the Committee in connection with the
construction, interpretation, administration or application of the Plan shall be
final, conclusive and binding upon all Eligible Employees, Participants and any
and all persons claiming under or through any Eligible Employee or Participant,
unless otherwise determined by the Board.
	 
	 	4.03	 	Any determination, decision or action of the Committee provided
for in this Plan may be made or taken by action of the Board if the Board so
determines, with the same force and effect as if such determination, decision or
action had been made or taken by the Committee. No member of the Committee or
Board shall be liable for any determination, decision or action made in good
faith with respect to the Plan or any Contingent Award Amounts. The fact that a
member of the Committee or Board shall at the time be, or shall theretofore have
been or thereafter may be, an Eligible Employee or a Participant shall not
disqualify him or her from taking part in and voting at any time as a member of
the Committee or Board in favor of or against any amendment of the Plan.
	 
	 	4.04	 	With respect to any Incentive Period, the attached Performance
Matrix may be modified by the Committee in its sole discretion. Specifically,
to measure performance of DOLE and to determine the Performance Matrix for any
Incentive Period, the Committee may, no later than 90 days after the
commencement of any Incentive Period, select from among any number of business
criteria or measures including business growth and return of investment criteria
in the computation of awards and establish specific objective numeric goals
relating to those measures. If




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	 	 	 	no Performance Matrix has been approved within
the first 90 days of the Incentive Period, the Performance Matrix that had been
approved for the immediately preceding Incentive Period shall be deemed adopted
for the current Incentive Period. Following this 90-day period, the Performance
Matrix may be modified by the Committee only if such action does not increase
the payment opportunity under the Plan.





Section 5. CONTINGENT AWARD AMOUNTS.





	 	5.01	 	The Committee may, from time to time, in its sole discretion,
award to each Eligible Employee a Contingent Award Amount, determined based on
such Eligible Employee’s Contingent Award Percentage multiplied by the Eligible
Employee’s annual Salary at the beginning of the Incentive Period. The
Committee shall cause notice to be given to each Participant of his or her
selection as soon as practicable following the making of a Contingent Award
Amount as an Eligible Employee.
	 
	 	5.02	 	The Contingent Award Percentage for the Eligible Employees shall
be the percentages set out with respect to each such Participant identified in
the Plan list of Participants approved by the Committee.





Section 6. FINAL AWARDS.





	 	6.01	 	The Final Award for an Eligible Employee shall be determined by
multiplying such Eligible Employee’s Salary by the EBITDA Performance Factor
that applies in the Incentive Period. For example, if the EBITDA Performance
Factor were 25%, the Eligible Employee with a Salary of $200,000 would have a
Final Award of $50,000.





Section 7. CONDITIONS.





The Committee shall make the final determination of the EBITDA achieved for the
Incentive Period, the Ending Value Multiplier and any Final Awards.


Section 8. DETERMINATION AND PAYMENT OF FINAL AWARDS.





	 	8.01	 	If the Ending Value Multiplier as computed and adjusted in
accordance with Sections 6 and 7 is zero, no payment shall be made, any
Contingent Award Amount shall terminate and all rights hereunder shall cease.
	 
	 	8.02	 	Subject to Sections 7, 9 and 12 hereof, any Final Award for an
Eligible Employee shall be paid in cash in a lump sum (subject to withholding
requirements, as applicable) as soon as practicable after determination thereof
but no later than 90 days following the end of the Incentive Period.
	 
	 	8.03	 	Subject to Sections 7, 9 and 12 hereof , notwithstanding the
foregoing provisions of this Section 8, if after the first year of an Incentive
Period, DOLE achieves and maintains one hundred one and fourteenth’s percent
(101.14%) of the target EBITDA for the Incentive Period for six (6) continuous
months, then the Final Award for an Eligible Employee shall be determined and
paid in cash in a lump sum (subject to withholding requirements, as applicable)
as soon as practicable after such performance is achieved, but no later than the
15th day of the third month following the end of the year in which
such performance was achieved. Upon achievement of the performance contemplated
by this Section, the Incentive Period shall end.




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Section 9. TERMINATION OF EMPLOYMENT.





	 	9.01	 	Except as otherwise provided in Section 9.02 below, if an
Eligible Employee does not remain continuously in the employ of DOLE or a
Subsidiary until the expiration of the Incentive Period with respect to any
Contingent Award Amount, such Contingent Award Amount shall terminate and all
rights hereunder shall cease.
	 
	 	9.02	 	If the employment of an Eligible Employee with DOLE or a
Subsidiary terminates during the Incentive Period due to his or her death,
disability, Retirement or Involuntary Termination without Cause, the Committee
shall determine the Final Award, if any, to be made with respect to such
Eligible Employee under the following method:
	 
	 	 	 	The amount of award that would have resulted from the calculations under
Sections 6, 7 and 8 shall be multiplied by a fraction, the numerator of which
shall be the number of months (or fraction thereof) of the Incentive Period
during which the Eligible Employee was an employee of DOLE or Subsidiary, and
the denominator of which shall be 36. This calculation and the payment of
any resulting Final Award necessarily must be paid after the termination of
the Incentive Period in accordance with Section 8.02 or 8.03.





Section 10. NON-TRANSFERABILITY OF CONTINGENT AWARD.





No Contingent Award Amount shall be sold, assigned, transferred, encumbered,
hypothecated or otherwise anticipated by an Eligible Employee. During the lifetime
of an Eligible Employee, any payment shall be payable only to the Eligible Employee;
or in the case of death of an Eligible Employee, any payment shall be payable to the
designated beneficiary.



Section 11. LIMITATIONS.





The Board or the Committee may, at any time, terminate or at any time and from time
to time amend, modify or suspend this Plan; provided that no such amendment,
modification, suspension or termination of this Plan shall in any manner adversely
affect any Contingent Award Amount or Final Award theretofore made or accrued under
the Plan without the consent of the Eligible Employee.




Participation in this Plan shall not be construed as constituting a commitment,
guarantee, agreement or understanding of any kind that DOLE or any Subsidiary shall
continue to employ any individual.



Section 12. CHANGES IN CAPITALIZATION.





In the event of a dissolution or liquidation of DOLE, or a merger or consolidation in
which DOLE is not the surviving corporation, the calculation of any Final Awards for
the then current Incentive Period that will end after such event shall be determined
as if the Incentive Period ended on the date of such event and the greater of (1) the
Ending Value Multiplier of



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100% or (2) the actual Ending Value Multiplier (determined
in an equitable manner by the Committee making appropriate adjustments to the
Financial Performance Factors in the Performance Matrix in order to take account of
the shortened Incentive Period) shall be used in calculating the Final Awards under
this Plan, notwithstanding any other provisions of this Plan. To determine the Final
Awards calculated pursuant to this Section 12, Contingent Award Amounts multiplied by
the applicable Ending Value Multiplier shall be multiplied by a fraction, the
numerator of which shall be the number of months (or fractions thereof) of the
Incentive Period through the date of such event, and the denominator of which shall
be 36. The Final Award for each Eligible Employee determined pursuant to this
Section 12 shall be paid to each such Eligible Employee as soon as administratively
feasible but no later than 30 days of the end of the shortened Incentive Period.



Section 13. GOVERNING LAW.





This Plan, any Contingent Award Amounts and any Final Awards hereunder, and all other
related matters shall be governed by, and construed in accordance with the laws of
the State of California, except as to matters of federal law.



Section 14. CODE SECTION 409A





	 	14.01	 	It is intended that any Final Awards payable pursuant to this
Plan shall avoid any “plan failures” within the meaning of Internal Revenue Code
(“Code”) section 409A (a)(1). The Plan is to be interpreted and administered in
a manner consistent with this intention. However, no guarantee or commitment is
made that the Plan shall be administered in accordance with the requirements of
Code section 409A.





Section 15. REQUIRED DELAY IN PAYMENT ON ACCOUNT OF A SEPARATION FROM SERVICE





	 	15.01	 	Notwithstanding any other provision in this Plan, if any
Eligible Employee is a “specified employee,” as of the date of his or her
“Separation from Service” (as defined in authoritative IRS guidance under Code
section 409A), then, to the extent required by Treasury Regulations section
1.409A-3(i)(2), any payment made to the Eligible Employee on account of his or
her Separation from Service shall not be made before a date that is six months
after the date of his or her Separation from Service. The Committee may elect
any of the methods of applying this rule that are permitted under Treasury
Regulations section 1.409A-3(i)(2)(ii).
	 
	 	 	 	“Specified employee” has the meaning ascribed to that term in Treasury
Regulations section 1.409A-1(i), which generally means that an individual is:






	 	1.	 	Among the 50 highest paid officers above
the applicable threshold amount ($150,000 for 2010) as of the
determination date in accordance with Section 409A requirements;
	 
	 	2.	 	An employee holding 5% of the Company’s
stock; or
	 
	 	3.	 	An employee earning a threshold ($150,000
for 2010) or greater amount of compensation and holding 1% of the
Company’s stock.






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