exv10w1



 








    Exhibit 10.1

 


 




    DEL MONTE
    FOODS COMPANY

    2002 STOCK INCENTIVE PLAN

    Amended and Restated Effective August 6, 2007



 



    

    1








 







    TABLE OF
    CONTENTS



 


	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	

    Page



	 

	
	

    1.
    


	
	
 
	
    Purpose of the Plan
    
	
 
	
	
    3
    
	

	
	

    2.
    


	
	
 
	
    Definitions
    
	
 
	
	
    3
    
	

	
	

    3.
    


	
	
 
	
    Stock Subject to the Plan
    
	
 
	
	
    6
    
	

	
	

    4.
    


	
	
 
	
    Administration of the Plan
    
	
 
	
	
    7
    
	

	
	

    5.
    


	
	
 
	
    Eligibility
    
	
 
	
	
    7
    
	

	
	

    6.
    


	
	
 
	
    Options
    
	
 
	
	
    7
    
	

	
	

    7.
    


	
	
 
	
    Tandem Stock Appreciation Rights
    
	
 
	
	
    10
    
	

	
	

    8.
    


	
	
 
	
    Stand-Alone Stock Appreciation
    Rights
    
	
 
	
	
    11
    
	

	
	

    9.
    


	
	
 
	
    Stock Bonuses and Other Incentive
    Awards
    
	
 
	
	
    13
    
	

	
	

    10.
    


	
	
 
	
    Adjustment Upon Changes in Common
    Stock and Certain Transactions
    
	
 
	
	
    14
    
	

	
	

    11.
    


	
	
 
	
    Rights as a Stockholder
    
	
 
	
	
    15
    
	

	
	

    12.
    


	
	
 
	
    No Special Employment Rights; No
    Right to Incentive Award
    
	
 
	
	
    15
    
	

	
	

    13.
    


	
	
 
	
    Securities Matters
    
	
 
	
	
    15
    
	

	
	

    14.
    


	
	
 
	
    Withholding Taxes
    
	
 
	
	
    16
    
	

	
	

    15.
    


	
	
 
	
    Amendment of the Plan
    
	
 
	
	
    16
    
	

	
	

    16.
    


	
	
 
	
    No Obligation to Exercise
    
	
 
	
	
    16
    
	

	
	

    17.
    


	
	
 
	
    Transfers Upon Death
    
	
 
	
	
    16
    
	

	
	

    18.
    


	
	
 
	
    Expenses and Receipts
    
	
 
	
	
    17
    
	

	
	

    19.
    


	
	
 
	
    Failure to Comply
    
	
 
	
	
    17
    
	

	
	

    20.
    


	
	
 
	
    Compliance with
    Rule 16b-3
    
	
 
	
	
    17
    
	

	
	

    21.
    


	
	
 
	
    Compliance with Section 409A
    
	
 
	
	
    17
    
	

	
	

    22.
    


	
	
 
	
    Repricing
    
	
 
	
	
    18
    
	

	
	

    23.
    


	
	
 
	
    Applicable Law
    
	
 
	
	
    18
    
	

	
	

    24.
    


	
	
 
	
    Effective Date; Restatement Date
    
	
 
	
	
    18
    
	










    

2








 









 




    DEL MONTE
    FOODS COMPANY

    



 




    2002
    STOCK INCENTIVE PLAN



 




    1.  Purpose
    of the Plan



 



    This Del Monte Foods Company 2002 Stock Incentive Plan,
    originally adopted effective December 20, 2002 (the
    “Effective Date”) and amended and restated effective
    August 15, 2005, is hereby amended and restated effective
    August 6, 2007 (the “Restatement Date”). It is
    intended to promote the interests of the Company by encouraging
    the Company’s Employees, non-employee Directors and
    Consultants of the Company to continue in the service of the
    Company, and to provide such persons with incentives and rewards
    for superior management, growth and protection of the business
    of the Company.



 




    2.  Definitions



 



    As used in the Plan, the following definitions apply to the
    terms indicated below:



 



    (a)     “Board of Directors”
    shall mean the Board of Directors of Del Monte.



 



    (b)     “Cash Performance
    Unit” shall have the meaning set forth in Section 9(a)
    hereof.



 



    (c)     “Cause,” when used in
    connection with the termination of a Participant’s
    employment with the Company, shall mean (i) a material
    breach by Participant of the terms of his or her employment
    agreement, if any; (ii) any act of theft, misappropriation,
    embezzlement, intentional fraud or similar conduct by
    Participant involving the Company or any affiliate;
    (iii) the conviction or the plea of nolo contendere
    or the equivalent in respect of a felony involving an act of
    dishonesty, moral turpitude, deceit or fraud by Participant;
    (iv) any damage of a material nature to the business or
    property of the Company or any affiliate caused by
    Participant’s willful or grossly negligent conduct; or
    (v) Participant’s failure to act in accordance with
    any specific lawful instructions given to Participant in
    connection with the performance of his duties for the Company or
    any affiliate. Notwithstanding the foregoing provisions of this
    Section 2(c), “Cause,” when used in connection
    with the termination of the employment with the Company of a
    Participant who at the time of such termination is a party to a
    written employment or retention agreement with the Company or
    participates in the Company’s executive severance policy,
    shall have the meaning assigned to such term in such agreement
    or policy.



 



    (d)     “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
    Company 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.



 



    (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 Company (“Capital Stock”) of
    any plan or proposal for the liquidation or dissolution of the
    Company;



 



    (3)     any Person or Group 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 Company;



 



    (4)     the replacement of a majority
    of the Board of Directors over any two-year period commencing
    after the Effective Date, as such Board of Directors was
    constituted at the beginning of such period, and such
    replacement shall not have been approved by a vote of at




    

    3








 






    least a majority of the Board of Directors then still in office
    who either were members of such Board of Directors at the
    beginning of such period (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 of Directors (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 Company in which the Company is not the surviving
    corporation, or a merger or consolidation involving the Company
    in which the Company is the surviving corporation but the
    holders of shares of Common Stock receive securities of another
    corporation
    and/or other
    property, including cash, or any other similar transaction.



 



    For purposes of this Section 2(d), “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.



 



    (e)     “Code” shall mean the
    Internal Revenue Code of 1986, as amended from time to time, and
    any applicable regulations or guidance issued thereunder.



 



    (f)     “Committee” shall
    mean the Compensation Committee of the Board of Directors or
    such other committee as the Board of Directors shall appoint
    from time to time to administer the Plan.



 



    (g)     “Common Stock” shall
    mean Del Monte’s common stock, $0.01 par value per
    share.



 



    (h)     “Company” shall mean
    Del Monte and each of its Subsidiaries.



 



    (i)     “Consultant” shall
    mean any consultant, independent contractor, or other person who
    provides significant services to the Company, but who is neither
    an Employee nor a Director.



 



    (j)     “Del Monte” shall
    mean Del Monte Foods Company, a Delaware corporation, and its
    successors.



 



    (k)     “Director” shall mean
    a member of the Board of Directors, whether or not such
    individual also is an Employee.



 



    (l)     “Disability” shall
    mean physical or mental disability as a result of which the
    Participant is unable to perform the essential functions of his
    position, even with reasonable accommodation, for six (6)
    consecutive months. Any dispute as to whether or not the
    Participant is so disabled shall be resolved by a physician
    reasonably acceptable to the Participant and the Company whose
    determination shall be final and binding upon both the
    Participant and the Company. Notwithstanding the foregoing
    provisions of this Section 2(l), “Disability,”
    when used in connection with the termination of the employment
    with the Company of a Participant who at the time of such
    termination is a party to a written employment or retention
    agreement with the Company, shall have the meaning assigned to
    such term in such agreement.



 



    (m)     “Employee” shall mean
    any employee of the Company, whether such employee is so
    employed at the time the Plan is adopted or becomes so employed
    subsequent to the adoption of the Plan.




    

    4








 






    (n)     “Fair Market Value”
    of a share of Common Stock with respect to any day shall mean
    (i) the average of the high and low sales prices on such
    day of a share of Common Stock as reported on the principal
    securities exchange on which shares of Common Stock are then
    listed or admitted to trading or (ii) if not so reported,
    the average of the closing bid and ask prices on such day as
    reported on the National Association of Securities Dealers
    Automated Quotation System (the “Nasdaq”) or
    (iii) if not so reported, as furnished by any member of the
    National Association of Securities Dealers, Inc. selected by the
    Committee. In the event that the price of a share of Common
    Stock shall not be so reported on the Nasdaq, the Fair Market
    Value of a share of Common Stock shall be determined by the
    Committee in its absolute discretion.



 



    (o)     “Incentive Award”
    shall mean an Option, Tandem SAR, Stand-Alone SAR or Stock Bonus
    granted pursuant to the terms of the Plan, or any type of
    arrangement with a Participant that is not inconsistent with the
    provisions of this Plan (including, without limitation,
    restricted stock, restricted stock units, stock purchase
    warrants, performance units, performance shares and Cash
    Performance Units pursuant to Section 9(a) hereof).



 



    (p)     “Incentive Stock
    Option” shall mean an Option which is an “incentive
    stock option” within the meaning of Section 422 of the
    Code and which is identified as an Incentive Stock Option in the
    agreement by which it is evidenced.



 



    (q)     “Non-Qualified Stock
    Option” shall mean an Option which is not an Incentive
    Stock Option.



 



    (r)     “Option” shall mean
    an option to purchase shares of Common Stock of Del Monte
    granted pursuant to Section 6 hereof. Each Option shall be
    identified as either an Incentive Stock Option or a
    Non-Qualified Stock Option in the agreement by which it is
    evidenced.



 



    (s)     “Participant” shall
    mean an Employee, Director or Consultant to whom an Incentive
    Award is granted pursuant to the Plan, and upon his death, his
    successors, heirs, executors and administrators, as the case may
    be.



 



    (t)     “Plan” shall mean
    this Del Monte Foods Company 2002 Stock Incentive Plan, as it
    may be amended from time to time.



 



    (u)     “Retirement” shall
    mean the termination of a Participant’s employment with the
    Company at or after attainment of age
    fifty-five (55)
    and completion of ten (10) or more years of continuous
    employment with the Company.



 



    (v)     “Rule 16b-3”
    shall mean
    Rule 16b-3
    promulgated under the Securities Exchange Act of 1934, as
    amended, and any future regulation amending, supplementing or
    superseding such regulation.



 



    (w)     “Section 16 Person”
    shall mean a person who, with respect to the Common Stock, is
    subject to Section 16 of the Securities Exchange Act of
    1934, as amended.



 



    (x)     “Stand-Alone SAR”
    shall mean a stock appreciation right granted pursuant to
    Section 8 hereof which is not related to any Option.



 



    (y)     “Stock Bonus” shall
    mean a grant of a bonus payable in shares of Common Stock
    pursuant to Section 9 hereof.



 



    (z)     “Subsidiary” shall
    mean any “subsidiary corporation” within the meaning
    of Section 424(f) of the Code, but only for so long as the
    requisite ownership relationship exists.



 



    (aa)     “Tandem SAR” shall
    mean a stock appreciation right granted pursuant to
    Section 7 hereof which is related to an Option. Each Tandem
    SAR shall be exercisable only to the extent its related Option
    is exercisable and only in the alternative to the exercise of
    its related Option.




    

    5








 







    3.  Stock
    Subject to the Plan



 



    (a)     Maximum Shares Available for
    Delivery. Subject to Section 10 hereof, the maximum number
    of shares of Common Stock that may be delivered to Participants
    and their beneficiaries under the Plan (whether as Incentive
    Stock Options or as other Incentive Awards) shall be equal to
    31,558,740.*
    The number of shares of Common Stock available for delivery
    under the Plan shall be reduced (i) by one (1) share
    for each share of Common Stock issued pursuant to an Option, a
    Stand-Alone SAR with an exercise price of at least the Fair
    Market Value of a share of Common Stock on the grant date
    (“FMV Exercise Price”) or a Tandem SAR with a FMV
    Exercise Price; and (ii) by two and seventy-nine hundredths
    (2.79) shares for each share of Common Stock issued pursuant to
    Incentive Awards other than those set forth in the preceding
    clause (i); provided, however, that for Incentive Awards other
    than those set forth in the preceding clause (i) that were
    granted prior to April 30, 2007, but on or after
    May 2, 2005, the reduction shall be one and ninety-four
    hundredths (1.94) shares for each share of Common Stock issued
    pursuant to any such Incentive Awards; and provided further,
    however, that for Incentive Awards granted prior to May 2,
    2005, the reduction shall be one (1) share of Common Stock
    for each share of Common Stock issued pursuant to any such
    Incentive Awards. If an outstanding Incentive Award for any
    reason expires or is terminated or canceled without having been
    exercised or settled in full, or if shares of Common Stock
    acquired pursuant to an Incentive Award subject to forfeiture or
    repurchase are forfeited or repurchased by Del Monte at the
    Participant’s purchase price to effect a forfeiture of
    unvested shares upon a termination of employment, the shares
    allocable to the terminated portion of such Incentive Award or
    such forfeited or repurchased shares shall result in an increase
    in the number of shares of Common Stock available for delivery
    under the Plan corresponding to the reduction originally made in
    respect of such Incentive Award and shall again be available for
    issuance under the Plan. Shares of Common Stock shall not be
    considered to have been issued under the Plan with respect to
    any portion of an Incentive Award (other than a Stand-Alone SAR
    or a Tandem SAR that may be settled in shares of Common Stock or
    cash) that is settled in cash. Shares withheld in satisfaction
    of tax withholding obligations shall not again become available
    for issuance under the Plan. Upon payment in shares of Common
    Stock pursuant to the exercise of a Stand-Alone SAR or a Tandem
    SAR, the number of shares available for issuance under the Plan
    shall be reduced by the gross number of shares for which such
    Incentive Award is exercised. If the exercise price of an Option
    is paid by tender to Del Monte, or attestation of ownership, of
    shares of Common Stock owned by the Participant, the number of
    shares available for issuance under the Plan shall be reduced by
    the gross number of shares for which the Option is exercised.
    Shares of Common Stock issued under the Plan may be either newly
    issued shares or treasury shares, as determined by the Committee.



 



    (b)     Mergers and Acquisitions
    Exception. Shares of Common Stock may be issued pursuant to
    Incentive Awards in connection with corporate acquisitions and
    mergers under Rule 303A.08 of the New York Stock Exchange
    Listed Company Manual, and any such issuance shall not reduce
    the number of shares of Common Stock available for issuance
    under the Plan.



 



    (c)     Payment Shares. Subject to the
    overall limitation in Section 3(a) on the number of shares
    of Common Stock that may be delivered under the Plan, the
    Committee may, in addition to granting Incentive Awards under
    Sections 6 through 9, use available shares of Common Stock
    as the form of payment for compensation, grants or rights earned
    or due under any other compensation plans or arrangements of the
    Company, including those of any entity acquired by the Company.



 



    (d)     Maximum Shares Per Participant.
    Subject to adjustment from time to time as provided in
    Section 10, not more than 1,500,000 shares of Common
    Stock may be made subject to Incentive Awards under the Plan to
    any individual in the aggregate in any one fiscal year of the
    Company, such


 

 

		
	    * 	
    As of April 29, 2007, of this number, 2,211,717 shares
    had been issued under the Plan (reducing the shares available
    under the Plan by 2,228,389 shares), and
    14,731,464 shares were subject to outstanding Incentive
    Awards (which if issued would reduce the shares available under
    the Plan by 16,330,351 shares). Accordingly, based on such
    April 29, 2007 numbers, as of the Restatement Date,
    13,000,000 shares are available for future Incentive Awards.





    

    6








 






    limitation to be applied in a manner consistent with the
    requirements of, and only to the extent required for compliance
    with, the exclusion from the limitation on deductibility of
    compensation under Section 162(m) of the Code.



 




    4.  Administration
    of the Plan



 



    The Plan shall be administered by a Committee of the Board of
    Directors consisting of two or more persons, each of whom shall
    be a “non-employee director” within the meaning of
    Rule 16b-3
    and an “outside director” within the meaning of
    Section 162(m) of the Code, unless otherwise determined by
    the Board of Directors



 



    The Committee shall have full discretionary authority to
    administer the Plan, including authority to interpret and
    construe any provision of the Plan and the terms of any
    Incentive Award issued under it and to adopt such rules and
    regulations for administering the Plan as it may deem necessary.
    The Committee, in its sole discretion and on such terms and
    conditions as it may provide, may delegate all or any part of
    its authority and powers under the Plan to one or more Directors
    or management Employees. Decisions of the Committee shall be
    final and binding on all parties, and shall be given the maximum
    deference permitted by law.



 



    The Committee may, in its absolute discretion, accelerate the
    date on which any Option or Stand-Alone SAR granted under the
    Plan vests and becomes exercisable or, subject to
    Sections 6(c)(1) and 8(c)(1) hereof, extend the term of any
    Option or Stand-Alone SAR granted under the Plan.



 



    Whether an authorized leave of absence, or absence in military
    or government service, shall constitute termination of
    employment shall be determined by the Committee.



 



    No member of the Committee shall be liable for any action,
    omission, or determination relating to the Plan, and Del Monte
    shall indemnify and hold harmless each member of the Committee
    and each other director or employee of the Company to whom any
    duty or power relating to the administration or interpretation
    of the Plan has been delegated against any cost or expense
    (including counsel fees) or liability (including any sum paid in
    settlement of a claim with the approval of the Committee)
    arising out of any action, omission or determination relating to
    the Plan, unless, in either case, such action, omission or
    determination was taken or made by such member, director or
    employee in bad faith and without reasonable belief that it was
    in the best interests of the Company.



 




    5.  Eligibility



 



    The persons who shall be eligible to receive Incentive Awards
    pursuant to the Plan shall be such Employees, Directors and
    Consultants as the Committee shall select from time to time. The
    Committee shall also specify the type and amount of such awards
    each such person is to be granted.



 




    6.  Options



 



    The Committee may grant Options pursuant to the Plan to
    Participants, which Options shall be evidenced by agreements in
    such form as the Committee shall from time to time approve.
    Options shall comply with and be subject to the following terms
    and conditions:



 



    (a)     Identification of Options. All
    Options granted under the Plan shall be clearly identified in
    the agreement evidencing such Options as either Incentive Stock
    Options or as Non-Qualified Stock Options.



 



    (b)     Exercise Price. The exercise
    price of any Non-Qualified Stock Option granted under the Plan
    shall be such price as the Committee shall determine on the date
    on which such Non- Qualified Stock Option is granted and shall
    not be less than 100% of the Fair Market Value of a share of
    Common Stock on the date on which such Non-Qualified Stock
    Option is granted.



 



    (c)     Term and Exercise of Options.




    

7








 






    (1)     Each Option shall be
    exercisable on such date or dates, during such period and for
    such number of shares of Common Stock as shall be determined by
    the Committee on the day on which such Option is granted and set
    forth in the Option agreement with respect to such Option;
    provided, however, (i) that if a Participant’s
    employment is terminated by the Participant on account of
    Retirement or if the Participant is a Vice President or above at
    the time of termination of employment by the Company without
    Cause or by the Participant for “Good Reason” (as such
    term is defined in the Participant’s employment contract
    or, if included therein, the applicable executive severance
    plan), then the Option shall vest on a pro rata basis in
    accordance with the Company’s policy in effect at the time
    of such termination; (ii) that if a Participant’s
    employment is terminated on account of death or Disability, then
    all of the shares subject to the Option shall vest and become
    exercisable as of the time of such termination; (iii) that
    no Option will be exercisable after the expiration of ten years
    from the date the Option is granted; and (iv) that each
    Option shall be subject to earlier expiration, termination,
    cancellation or exercisability as provided in this Plan.



 



    (2)     Each Option shall be
    exercisable in whole or in part, subject to the provisions of
    the applicable Option agreement. The partial exercise of an
    Option shall not cause the expiration, termination or
    cancellation of the remaining portion thereof.



 



    (3)     An Option shall be exercised by
    delivering written notice to Del Monte’s principal office,
    to the attention of the office specified by Del Monte. Such
    notice shall specify the number of shares of Common Stock with
    respect to which the Option is being exercised and the effective
    date of the proposed exercise and shall be signed by the
    Participant. Payment for shares of Common Stock purchased upon
    the exercise of an Option shall be made on the effective date of
    such exercise in full in cash or its equivalent. The Committee,
    in its sole discretion, also may permit exercise (i) by
    tendering previously acquired shares of Common Stock having an
    aggregate Fair Market Value at the time of exercise equal to the
    total exercise price, or (ii) by any other means which the
    Committee, in its sole discretion, determines to both provide
    legal consideration for the Common Stock, and to be consistent
    with the purposes of the Plan.



 



    (4)     Any Option granted under the
    Plan may, to the extent lawful, be exercised by a broker-dealer
    acting on behalf of a Participant if (i) the broker- dealer
    has received from the Participant or Del Monte a fully- and
    duly-endorsed agreement evidencing such Option and instructions
    signed by the Participant requesting Del Monte to deliver the
    shares of Common Stock subject to such Option to the
    broker-dealer on behalf of the Participant and specifying the
    account into which such shares should be deposited,
    (ii) adequate provision has been made with respect to the
    payment of any withholding taxes due upon such exercise or, in
    the case of an Incentive Stock Option, the disposition of such
    shares and (iii) the broker-dealer and the Participant have
    otherwise complied with Section 220.3(e)(4) of
    Regulation T, 12 CFR Part 220.



 



    (5)     Certificates for shares of
    Common Stock purchased upon the exercise of an Option (which may
    be in book entry form) shall be issued in the name of the
    Participant and delivered to the Participant as soon as
    practicable following the effective date on which the Option is
    exercised.



 



    (6)     Transferability. Unless the
    Option document (or an amendment thereto authorized by the
    Committee) expressly states that the Option is transferable as
    provided hereunder, no Option granted under this Plan, nor any
    interest in such Option, may be sold, assigned, conveyed,
    gifted, pledged, hypothecated or otherwise transferred in any
    manner prior to the vesting or lapse of any and all restrictions
    applicable thereto, other then pursuant to the beneficiary
    designation form described in Section 17 hereof or by will
    or the laws of descent and distribution. With respect to an
    Option that is not intended to qualify as an Incentive Stock




    

    8








 






    Option, the Committee may grant such Option or amend an
    outstanding Option to provide that the Option is transferable or
    assignable to a member or members of the Participant’s
    “immediate family,” as such term is defined in
    Rule 16a-1(e)
    under the Exchange Act, or to a trust for the benefit solely of
    a member or members of the Participant’s immediate family,
    or to a partnership or other entity whose only owners are
    members of the Participant’s immediate family,
    provided the instrument of transfer is approved by the
    Committee, Options so transferred are not again transferable
    other than by will or by the laws of descent and distribution,
    and that following any such transfer or assignment the Option
    will remain subject to substantially the same terms applicable
    to the Option while held by the Participant, as modified as the
    Committee shall determine appropriate, and the transferee shall
    execute an agreement agreeing to be bound by such terms.



 



    (7)     Subject to earlier termination
    pursuant to Sections 7(b)(2) and 10(e), and except as the
    Committee may otherwise provide in an Option Agreement, exercise
    of an Option shall be subject to the following:



 



    (i)  In the event of the termination of the employment
    of a Participant with the Company for Cause, each Option then
    outstanding shall expire and be cancelled upon such termination.



 



    (ii) In the event that the employment of a Participant with
    the Company shall be terminated by the Company without Cause or
    by the Participant for a reason other than death, Disability or
    Retirement (A) Options granted to such Participant, to the
    extent that they were exercisable at the time of such
    termination in accordance with Section 6(c)(1) above, shall
    remain exercisable until the expiration of three (3) months
    after such termination, on which date they shall expire, and
    (B) Options granted to such Participant, to the extent that
    they were not exercisable at the time of such termination in
    accordance with Section 6(c)(1) above, shall expire at the
    close of business on the date of such termination; provided,
    however, that no Option shall be exercisable after the
    expiration of its term.



 



    (iii) In the event that the employment of a Participant
    with the Company shall terminate as the result of Retirement,
    Options granted to such Participant, to the extent such Options
    were exercisable at the time of such termination in accordance
    with Section 6(c)(1) above, shall remain exercisable until
    the expiration of their original terms. Options not exercisable
    at the time of termination in accordance with
    Section 6(c)(1) above shall expire at the close of business
    on the date of such termination.



 



    (iv) In the event that the employment of a Participant with
    the Company shall terminate as the result of Disability or death
    of the Participant, Options granted to such Participant, to the
    extent such Options were exercisable at the time of such
    termination in accordance with Section 6(c)(1) above, shall
    remain exercisable until the expiration of their original terms.



 



    (v)  If the Participant dies within three
    (3) months following an involuntary termination of
    employment by the Company without Cause, then Options granted to
    such Participant, to the extent such Options were exercisable at
    the time of such termination in accordance with Section 6(c)(1)
    above, may be exercised until the expiration of the original
    terms of such Options or, if sooner, one (1) year from the
    Participant’s death. Options not exercisable at death shall
    expire at the close of business on the date of such employment
    termination.



 



    (d)     Limitations on Grant of
    Incentive Stock Options




    

    9








 






    (1)     the exercise price of any
    Incentive Stock Option shall be at 100% of Fair Market Value on
    the date such option is granted, provided that, in the case of
    an individual, who at the time of the proposed grant owns stock
    possessing more than 10% of the total combined voting power of
    all classes of stock of Del Monte or any of its Subsidiaries,
    the exercise price shall not be less than 110% of the Fair
    Market Value of a share of Common Stock on the date on which
    such Incentive Stock Option is granted.



 



    (2)     The aggregate Fair Market Value
    of shares of Common Stock with respect to which Incentive Stock
    Options are exercisable for the first time by a Participant
    during any calendar year under the Plan and any other stock
    option plan of the Company or any Subsidiary shall not exceed
    $100,000. Such Fair Market Value shall be determined as of the
    date on which each such Incentive Stock Option is granted. In
    the event that the aggregate Fair Market Value of shares of
    Common Stock with respect to such Incentive Stock Options
    exceeds $100,000, then Incentive Stock Options granted hereunder
    to such Participant shall, to the extent and in the order
    required by regulations promulgated under the Code (or any other
    authority having the force of regulations), automatically be
    deemed to be Non-Qualified Stock Options, but all other terms
    and provisions of such Incentive Stock Options shall remain
    unchanged. In the absence of such Regulations (and authority),
    or in the event such Regulations (or authority) require or
    permit a designation of the options which shall cease to
    constitute incentive stock options, Incentive Stock Options
    shall, to the extent of such excess and in the order in which
    they were granted, automatically be deemed to be Non-Qualified
    Stock Options, but all other terms and provisions of such
    Incentive Stock Options shall remain unchanged.



 



    (3)     No Incentive Stock Option may
    be granted to an individual if, at the time of the proposed
    grant, such individual owns stock possessing more than 10% of
    the total combined voting power of all classes of stock of Del
    Monte or any of its Subsidiaries, unless (i) the exercise
    price of such Incentive Stock Option is at least 110% of the
    Fair Market Value of a share of Common Stock at the time such
    Incentive Stock Option is granted and (ii) such Incentive
    Stock Option is not exercisable after the expiration of five
    years from the date such Incentive Stock Option is granted.



 



    (4)     Only Employees are eligible to
    be granted Incentive Stock Options. Directors and Consultants
    are not eligible to be granted Incentive Stock Options.



 




    7.  Tandem
    Stock Appreciation Rights



 



    The Committee may grant in connection with any Option granted
    hereunder one or more Tandem SARs relating to a number of shares
    of Common Stock less than or equal to the number of shares of
    Common Stock subject to the related Option. A Tandem SAR may be
    granted at the same time as, or subsequent to the time that, its
    related Option is granted. Each Tandem SAR shall be evidenced by
    an agreement in such form as the Committee shall from time to
    time approve. Tandem SARs shall comply with and be subject to
    the following terms and conditions:



 



    (a)     Benefit Upon Exercise. The
    exercise of a Tandem SAR with respect to any number of shares of
    Common Stock shall entitle a Participant to (i) a cash
    payment, for each such share, equal to the excess of
    (A) the Fair Market Value of a share of Common Stock on the
    effective date of such exercise over (B) the exercise price
    of the related Option (which may not be less than 100% of the
    Fair Market Value of a share of Common Stock on the date of
    grant), (ii) the issuance or transfer to the Participant of
    a number of shares of Common Stock which on the date of the
    exercise of the Tandem SAR have a Fair Market Value equal to
    such excess or (iii) a combination of cash and shares of
    Common Stock in amounts equal to such excess, all as determined
    by the Committee in its discretion.



 



    (b)     Term and Exercise of Tandem SAR.




    

    10








 






    (1)     A Tandem SAR shall vest and
    become exercisable at the same time and to the same extent as
    its related Option.



 



    (2)     The exercise of a Tandem SAR
    with respect to a number of shares of Common Stock shall cause
    the immediate and automatic cancellation of its related Option
    with respect to an equal number of shares. The exercise of an
    Option, or the cancellation, termination or expiration of an
    Option (other than pursuant to this Paragraph (2)), with respect
    to a number of shares of Common Stock shall cause the automatic
    and immediate cancellation of its related Tandem SARs to the
    extent that the number of shares of Common Stock subject to such
    Option after such exercise, cancellation, termination or
    expiration is less than the number of shares subject to such
    Tandem SARs. Such Tandem SARs shall be cancelled in the order in
    which they became exercisable.



 



    (3)     Each Tandem SAR shall be
    exercisable in whole or in part, as provided in the applicable
    agreement. The partial exercise of a Tandem SAR shall not cause
    the expiration, termination or cancellation of the remaining
    portion thereof.



 



    (4)     Each Tandem SAR shall be
    exercised during the Participant’s lifetime by the
    Participant unless the related Option has been transferred as
    described in Section 6(c)(6), above. Further, unless the
    related Option is transferable as described in Section 6(c)(6),
    no Tandem SAR shall be assignable or transferable other than by
    will, the laws of descent and distribution, or as provided in
    Section 17 hereof and otherwise than together with its
    related Option.



 



    (5)     A Tandem SAR shall be exercised
    by delivering written notice to Del Monte’s principal
    office, to the attention of the office specified by Del Monte.
    Such notice shall specify the number of shares of Common Stock
    with respect to which the Tandem SAR is being exercised and the
    effective date of the proposed exercise and shall be signed by
    the Participant.



 




    8.  Stand-Alone
    Stock Appreciation Rights



 



    The Committee may grant Stand-Alone SARs pursuant to the Plan,
    which Stand-Alone SARs shall be evidenced by agreements in such
    form as the Committee shall from time to time approve.
    Stand-Alone SARs shall comply with and be subject to the
    following terms and conditions:



 



    (a)     Exercise Price. The exercise
    price of any Stand-Alone SAR granted under the Plan shall be
    determined by the Committee at the time of the grant of such
    Stand-Alone SAR but shall not be less than 100% of the Fair
    Market Value of a share of Common Stock on the date on which
    such Stand-Alone SAR is granted.



 



    (b)     Benefit Upon Exercise. The
    exercise of a Stand-Alone SAR with respect to any number of
    shares of Common Stock shall entitle a Participant to (i) a
    cash payment, for each such share, equal to the excess of
    (A) the Fair Market Value of a share of Common Stock on the
    effective date of such exercise over (B) the exercise price
    of the Stand-Alone SAR, (ii) the issuance or transfer to
    the Participant of a number of shares of Common Stock which on
    the date of the exercise of the Stand-Alone SAR have a Fair
    Market Value equal to such excess or (iii) a combination of
    cash and shares of Common Stock in amounts equal to such excess,
    all as determined by the Committee in its absolute discretion.



 



    (c)     Term and Exercise of
    Stand-Alone SARs.



 



    (1)     Each Stand-Alone SAR shall be
    exercisable on such date or dates, during such period and for
    such number of shares of Common Stock as shall be determined by
    the Committee and set forth in the Stand-Alone SAR agreement
    with respect to such Stand-Alone SAR and shall be subject to
    such termination, expiration or cancellation provisions as
    provided in the




    

    11








 






    agreement evidencing such Stand-Alone SAR; provided, however,
    (i) that if a Participant’s employment is terminated
    by the Participant on account of Retirement or if the
    Participant is a Vice President or above at the time of
    termination of employment by the Company without Cause or by the
    Participant for “Good Reason” (as such term is defined
    in the Participant’s employment contract or, if included
    therein, the applicable executive severance plan), then the
    Stand-Alone SAR shall vest on a pro rata basis in accordance
    with the Company’s policy in effect at the time of such
    termination; (ii) that if a Participant’s employment
    is terminated on account of death or Disability, then all of the
    shares subject to the Stand-Alone SAR shall vest and become
    exercisable as of the time of such termination; (iii) that
    no Stand-Alone SAR will be exercisable after the expiration of
    ten years from the date the Stand-Alone SAR is granted; and
    (iv) that each Stand-Alone SAR shall be subject to earlier
    expiration, termination, cancellation or exercisability as
    provided in this Plan.



 



    (2)     A Stand-Alone SAR shall be
    exercised by delivering written notice to Del Monte’s
    principal office, to the attention of the office designated by
    Del Monte. Such notice shall specify the number of shares of
    Common Stock with respect to which the Stand-Alone SAR is being
    exercised and the effective date of the proposed exercise and
    shall be signed by the Participant.



 



    (3)     Each Stand-Alone SAR shall be
    exercised during the Participant’s lifetime by the
    Participant unless it is transferred in the manner described in
    Section 6(c)(6), above. Further, unless the Stand-Alone SAR
    is transferable as described in Section 6(c)(6), no such
    SAR shall be assignable or transferable otherwise than by will,
    the laws of descent and distribution, or to the limited extent
    provided in Section 17 hereof.



 



    (4)     Subject to earlier termination
    pursuant to Section 10(e), and except as the Committee may
    otherwise provide in the applicable the Stand-Alone SAR
    agreement, exercise of a Stand-Alone SAR shall be subject to the
    following:



 



    (i)  In the event of the termination of the employment
    of a Participant with the Company for Cause, each Stand-Alone
    SAR then outstanding shall expire and be cancelled upon such
    termination.



 



    (ii) In the event that the employment of a Participant with
    the Company shall be terminated by the Company without Cause or
    by the Participant for a reason other than death, Disability or
    Retirement (A) Stand-Alone SARs granted to such
    Participant, to the extent that they were exercisable at the
    time of such termination in accordance with Section 8(c)(1)
    above, shall remain exercisable until the expiration of three
    (3) months after such termination, on which date they shall
    expire, and (B) Stand-Alone SARs granted to such
    Participant, to the extent that they were not exercisable at the
    time of such termination in accordance with Section 8(c)(1)
    above, shall expire at the close of business on the date of such
    termination; provided, however, that no Stand-Alone SAR shall be
    exercisable after the expiration of its term.



 



    (iii) In the event that the employment of a Participant
    with the Company shall terminate as the result of Retirement,
    Stand-Alone SARs granted to such Participant, to the extent such
    Stand-Alone SARs were exercisable at the time of such
    termination in accordance with Section 8(c)(1) above, shall
    remain exercisable until the expiration of their original terms.
    Stand-Alone SARs not exercisable at the time of termination in
    accordance with Section 8(c)(1) above shall expire at the
    close of business on the date of such termination.



 



    (iv) In the event that the employment of a Participant with
    the Company shall terminate as the result of Disability or death
    of the Participant, Stand-Alone SARs granted to such
    Participant, to the extent such Stand-Alone SARs were
    exercisable at




    

    12








 






    the time of such termination in accordance with
    Section 8(c)(1) above, shall remain exercisable until the
    expiration of their original terms.



 



    (v)  If the Participant dies within three
    (3) months following an involuntary termination of
    employment by the Company without Cause, then Stand-Alone SARs
    granted to such Participant, to the extent such Stand-Alone SARs
    were exercisable at the time of such termination in accordance
    with Section 8(c)(1) above, may be exercised until the
    expiration of the original terms of such Stand-Alone SARs or, if
    sooner, one (1) year from the Participant’s death.
    Stand-Alone SARs not exercisable at death shall expire at the
    close of business on the date of such employment termination.



 




    9.  Stock
    Bonuses and Other Incentive Awards.



 



    (a)     Grants of Awards. The Committee
    may grant Stock Bonuses in such amounts as it shall determine
    from time to time. A Stock Bonus shall be paid at such time and
    subject to such conditions as the Committee shall determine at
    the time of the grant of such Stock Bonus. Certificates for
    shares of Common Stock granted as a Stock Bonus shall be issued
    in the name of the Participant to whom such grant was made and
    delivered to such Participant as soon as practicable after the
    date on which such Stock Bonus is required to be paid. The
    Committee may also or in the alternative grant other Incentive
    Awards which are not restricted to any specified form or
    structure and may include, without limitation, restricted stock,
    restricted stock units, stock purchase warrants, performance
    units or performance shares. Performance units payable in cash
    that do not involve the issuance of Common Stock and whose value
    is not measured by Common Stock also are permitted under the
    Plan (“Cash Performance Units”).



 



    (b)     Performance Awards. It is
    intended that Incentive Awards based on performance shall
    qualify as performance-based compensation under Code
    Section 162(m). Hence, such awards shall be based on a
    target amount and the degree to which relevant selected
    performance criteria are satisfied. For purposes of
    Section 162(m) of the Code, Incentive Awards, other than
    Cash Performance Units, shall be subject to the limitation set
    forth in Section 3(d), and the maximum value of Cash
    Performance Units payable for any one fiscal year of the Company
    to any Participant shall be $2,000,000. For each performance
    period in respect of which such compensation is to be paid, the
    Committee shall select target amounts, the relevant performance
    criteria and the weight to be afforded each criterion. The
    relevant performance criteria shall include, either individually
    or in combination, applied to the Company as a whole or
    individual units thereof, and measured either absolutely or
    relative to a designated group of comparable companies:
    (i) cash flow, (ii) earnings per share,
    (iii) return on equity, (iv) total stockholder return,
    (v) return on capital, (vi) return on assets or net
    assets, (vii) revenue, (viii) income or net income,
    (ix) operating income or net operating income,
    (x) operating profit or net operating profit,
    (xi) operating margin, (xii) return on operating
    revenue, (xiii) market share, (xiv) earnings before
    interest, taxes, depreciation, and amortization (EBITDA);
    (xv) return on invested capital (ROIC); and (xvi) any
    other objective and measurable criterion tied to the
    Company’s performance. The Committee shall designate in
    writing not later than ninety (90) days following the
    beginning of a performance period the target bonus, performance
    criteria and factors (reflecting targets for such criteria and
    relative weighting). The Committee may, in its discretion,
    direct that any performance award be reduced on account of
    individual performance below the amount calculated on the basis
    of one or more of the foregoing performance criteria and related
    factors. At the time of the grant of any performance award, the
    Committee is authorized to determine whether, when calculating
    the attainment of performance goals for a performance period, to
    exclude one or more of the following: (i) restructuring
    and/or other
    nonrecurring charges; (ii) exchange rate effects, as
    applicable, for
    non-U.S. dollar
    denominated net sales and operating earnings; (iii) the
    effects of changes to generally accepted accounting standards
    required by the Financial Accounting Standards Board;
    (iv) the




    

    13








 






    effects of any statutory adjustments to corporate tax rates; and
    (v) the effects of any “extraordinary items” as
    determined under generally accepted accounting principles.



 




    10.     Adjustment
    Upon Changes in Common Stock and Certain Transactions



 



    (a)     Shares Available for Incentive
    Awards. In the event of any change in the number of shares of
    Common Stock outstanding by reason of any stock dividend or
    split, recapitalization, merger, consolidation, combination or
    exchange of shares or similar corporate change, the maximum
    aggregate number of shares of Common Stock with respect to which
    the Committee may grant Incentive Awards shall be appropriately
    adjusted by the Committee. In the event of any change in the
    number of shares of Common Stock outstanding by reason of any
    other event or transaction, the Committee may, but need not,
    make such adjustments in the number and class of shares of
    Common Stock with respect to which Incentive Awards may be
    granted as the Committee may deem appropriate.



 



    (b)     Outstanding Incentive
    Awards – Increase or Decrease in Issued Shares Without
    Consideration. Subject to any required action by the
    stockholders of Del Monte, in the event of any increase or
    decrease in the number of issued shares of Common Stock
    resulting from a subdivision or consolidation of shares of
    Common Stock or the payment of a stock dividend (but only on the
    shares of Common Stock), or any other increase or decrease in
    the number of such shares effected without receipt or payment of
    consideration by Del Monte, or change in the capitalization of
    Del Monte, the Committee shall proportionally adjust the number
    of shares of Common Stock subject to each outstanding Incentive
    Award, and the applicable exercise price per share of Common
    Stock of each such award to prevent dilution or the enlargement
    of rights.



 



    (c)     Outstanding Incentive
    Awards – Changes of Control and Other Transactions.
    Upon the occurrence of a Change of Control, all outstanding
    Incentive Awards shall vest and become immediately exercisable.
    The Committee, in its discretion, shall determine whether
    outstanding Incentive Awards shall vest and become automatically
    exercisable in the event of a transaction other than a Change of
    Control. Further, the Committee, in its discretion, shall
    determine whether any outstanding Incentive Awards will, in the
    context of a Change of Control or any other transaction, be
    converted into comparable awards of a successor entity or
    redeemed for payment in cash or kind or both.



 



    (d)     Dividend Equivalents. Dividend
    equivalents may be credited in respect of shares of Common Stock
    covered by deferred stock units, as determined by the Committee
    and contained in the agreement evidencing such deferred stock
    units, including, without limitation, pursuant to the Del Monte
    Foods Company 2005 Non-Employee Director Deferred Compensation
    Plan, the Del Monte Corporation AIP Deferred Compensation Plan,
    and any similar or successor plans thereto. At the sole
    discretion of the Committee, such dividend equivalents may be
    converted into additional shares of Common Stock covered by the
    restricted stock units in such manner as determined by the
    Committee. Any additional shares covered by the deferred stock
    units credited by reason of such dividend equivalents will be
    subject to all the terms and conditions of the underlying
    agreement to which the deferred stock units relate.



 



    (e)     No Other Rights. Except as
    expressly provided in the Plan, no Participant shall have any
    rights by reason of any subdivision or consolidation of shares
    of stock of any class, the payment of any dividend, any increase
    or decrease in the number of shares of stock of any class or any
    dissolution, liquidation, merger or consolidation of Del Monte
    or any other corporation. Except as expressly provided in the
    Plan, no issuance by Del Monte of shares of stock of any class,
    or securities convertible into shares of stock of any class,
    shall affect, and no adjustment by reason thereof shall be made
    with respect to, the number of shares of Common Stock subject to
    an Incentive Award or the exercise price of any Option, Tandem
    SAR or Stand-Alone SAR.




    

    14








 







    11.     Rights
    as a Stockholder



 



    No person shall have any rights as a stockholder with respect to
    any shares of Common Stock covered by or relating to any
    Incentive Award granted pursuant to this Plan until the date of
    the issuance of a stock certificate with respect to such shares.
    Except as otherwise expressly provided in Section 10
    hereof, no adjustment to any Incentive Award shall be made for
    dividends or other rights for which the record date occurs prior
    to the date such stock certificate is issued.



 




    12.     No
    Special Employment Rights; No Right to Incentive
    Award.



 



    Nothing contained in the Plan or any Incentive Award shall
    confer upon any Participant any right with respect to the
    continuation of his employment by the Company or interfere in
    any way with the right of the Company, subject to the terms of
    any separate employment agreement to the contrary, at any time
    to terminate such employment or to increase or decrease the
    compensation of the Participant from the rate in existence at
    the time of the grant of an Incentive Award.



 



    No person shall have any claim or right to receive an Incentive
    Award hereunder. The Committee’s granting of an Incentive
    Award to a Participant at any time shall neither require the
    Committee to grant an Incentive Award to such Participant or any
    other Participant or other person at any time nor preclude the
    Committee from making subsequent grants to such Participant or
    any other Participant or other person.



 




    13.     Securities
    Matters.



 



    (a)     Del Monte shall be under no
    obligation to effect the registration pursuant to the Securities
    Act of 1933 of any shares of Common Stock to be issued hereunder
    or to effect similar compliance under any state laws.
    Notwithstanding anything herein to the contrary, Del Monte shall
    not be obligated to cause to be issued or delivered any
    certificates evidencing shares of Common Stock pursuant to the
    Plan unless and until Del Monte is advised by its counsel that
    the issuance and delivery of such certificates is in compliance
    with all applicable laws, regulations of governmental authority
    and the requirements of any securities exchange on which shares
    of Common Stock are traded. The Committee may require, as a
    condition of the issuance and delivery of certificates
    evidencing shares of Common Stock pursuant to the terms hereof,
    that the recipient of such shares make such covenants,
    agreements and representations, and that such certificates bear
    such legends, as the Committee, in its sole discretion, deems
    necessary or desirable.



 



    (b)     The exercise of any Option
    granted hereunder shall only be effective at such time as
    counsel to Del Monte shall have determined that the issuance and
    delivery of shares of Common Stock pursuant to such exercise is
    in compliance with all applicable laws, regulations of
    governmental authority and the requirements of any securities
    exchange on which shares of Common Stock are traded. Del Monte
    may, in its sole discretion, defer the effectiveness of any
    exercise of an Option granted hereunder in order to allow the
    issuance of shares of Common Stock pursuant thereto to be made
    pursuant to registration or an exemption from registration or
    other methods for compliance available under federal or state
    securities laws. Del Monte shall inform the Participant in
    writing of its decision to defer the effectiveness of the
    exercise of an Option granted hereunder. During the period that
    the effectiveness of the exercise of an Option has been
    deferred, the Participant may, by written notice, withdraw such
    exercise and obtain the refund of any amount paid with respect
    thereto.



 



    (c)     In the event that the Committee
    defers the effectiveness of the exercise of a Participant of an
    Option granted hereunder in order to allow the issuance of
    shares of Common Stock pursuant thereto to be made pursuant to
    registration or an exemption from registration or other methods
    for compliance available under federal or state securities laws,
    such Participant may elect, by delivery of written notice by the
    Participant to the Company not later than thirty (30) days
    following his receipt of notice of such deferral or the
    expiration of such deferral, to surrender the exercisable
    portion of such Option (or any portion thereof) to the Company
    in consideration for a lump sum payment in cash in an amount
    equal to the product of (A) the excess of (i) the
    value of a share of Common Stock as




    

    15








 






    determined by the Board of Directors as of the date of surrender
    over (ii) the per share exercise price of the Option and
    (B) the number of shares with respect to which such
    Participant desires and is entitled to exercise such Option.
    Notice shall be delivered in person or by certified mail, return
    receipt requested and shall be deemed to have been given when
    personally delivered or three (3) days after mailing.



 




    14.     Withholding
    Taxes



 



    (a)     Cash Remittance. Whenever
    shares of Common Stock are to be issued upon the exercise of an
    Option or the grant of other Incentive Awards, Del Monte shall
    have the right to require the Participant to remit to Del Monte
    in cash an amount sufficient to satisfy federal, state and local
    withholding tax requirements, if any, attributable to such
    exercise or grant prior to the delivery of any certificate or
    certificates for such shares. In addition, upon the exercise or
    vesting of an Incentive Award, Del Monte shall have the right to
    withhold from any cash payment required to be made pursuant
    thereto an amount sufficient to satisfy the federal, state and
    local withholding tax requirements, if any, attributable to such
    exercise or vesting.



 



    (b)     Stock Remittance. At the
    election of the Participant, subject to the approval of the
    Committee, when shares of Common Stock are to be issued upon the
    exercise or settlement of an Incentive Award, the Participant
    may tender to Del Monte a number of shares of Common Stock
    determined by such Participant, the Fair Market Value of which
    at the tender date the Committee determines to be sufficient to
    satisfy the federal, state and local withholding tax
    requirements, if any, attributable to such exercise or
    settlement and not greater than the Participant’s estimated
    total federal, state and local tax obligations associated with
    such exercise or settlement. Such election shall satisfy the
    Participant’s obligations under Section 14(a) hereof.



 



    (c)     Stock Withholding. At the
    election of the Participant, subject to the approval of the
    Committee, when shares of Common Stock are to be issued upon the
    exercise or settlement of an Incentive Award, Del Monte shall
    withhold a number of such shares determined by such Participant,
    the Fair Market Value of which at the exercise date the
    Committee determines to be sufficient to satisfy the federal,
    state and local withholding tax requirements, if any,
    attributable to such exercise or settlement and is not greater
    than the Participant’s estimated total federal, state and
    local tax obligations associated with such exercise or
    settlement. Such election shall satisfy the Participant’s
    obligations under Section 14(a) hereof.



 




    15.     Amendment
    of the Plan



 



    The Board of Directors may at any time suspend or discontinue
    the Plan or revise or amend it in any respect whatsoever;
    provided, however, (i) that without approval of the
    stockholders, no revision or amendment shall, except as provided
    in Section 10 hereof, increase the number of shares of
    Common Stock that may be issued under the Plan; and (ii) no
    such action shall impair rights and obligations under any
    Incentive Award granted prior to such action, except with the
    written consent of the affected Participant.



 




    16.     No
    Obligation to Exercise



 



    The grant to a Participant of an Option, Tandem SAR or
    Stand-Alone SAR shall impose no obligation upon such Participant
    to exercise such Option, Tandem SAR or Stand-Alone SAR.



 




    17.     Transfers
    Upon Death



 



    If permitted by the Committee, a Participant may name a
    beneficiary or beneficiaries to whom any vested but unpaid
    Incentive Award shall be paid in the event of the
    Participant’s death. Each such designation shall revoke all
    prior designations by the Participant and shall be effective
    only if given in a form and manner acceptable to the Committee.
    In the absence of any such designation, any vested benefits
    remaining unpaid at the Participant’s death shall be paid
    to the Participant’s estate and, subject to the terms of
    the Plan and of the




    

    16








 






    applicable Incentive Award agreement, any unexercised vested
    Incentive Award may be exercised by the administrator or
    executor of the Participant’s estate. No such transfer or
    distribution of any Incentive Award, or the right to exercise
    any Incentive Award, shall be effective to bind Del Monte unless
    the Committee shall have been furnished with (a) written
    notice thereof and with a copy of the will
    and/or such
    evidence as the Committee may deem necessary to establish the
    validity of the transfer and (b) an agreement by the
    transferee to comply with all the terms and conditions of the
    Incentive Award that are or would have been applicable to the
    Participant and to be bound by the acknowledgements made by the
    Participant in connection with the grant of the Incentive Award.



 




    18.     Expenses
    and Receipts



 



    The expenses of the Plan shall be paid by Del Monte. Any
    proceeds received by Del Monte in connection with any Incentive
    Award will be used for general corporate purposes.



 




    19.     Failure
    to Comply



 



    In addition to the remedies of Del Monte elsewhere provided for
    herein, failure by a Participant to comply with any of the terms
    and conditions of the Plan or the agreement executed by such
    Participant evidencing an Incentive Award, unless such failure
    is remedied by such Participant within ten days after having
    been notified of such failure by the Committee, shall be grounds
    for the cancellation and forfeiture of such Incentive Award, in
    whole or in part, as the Committee, in its absolute discretion,
    may determine.



 




    20.     Compliance
    with
    Rule 16b-3



 



    Transactions under this Plan with respect to
    Section 16 Persons are intended to comply with all
    applicable conditions of
    Rule 16b-3
    under the Securities Exchange Act of 1934, as amended. To the
    extent any provision of the Plan, Incentive Award agreement or
    action by the Committee fails to so comply, it shall be deemed
    null and void, to the extent permitted by law and deemed
    advisable by the Committee.



 




    21.     Compliance
    with Section 409A



 



    Notwithstanding anything in the Plan or any Incentive Award
    agreement to the contrary and effective as of January 1,
    2005, to the extent that any amount or benefit that constitutes
    “deferred compensation” to a Participant under
    Section 409A of the Code is otherwise payable or
    distributable to a Participant under the Plan or any Incentive
    Award agreement solely by reason of the occurrence of a Change
    of Control or due to the Participant’s disability or
    “separation from service” (as such term is defined
    under Section 409A of the Code), such amount or benefit
    will not be payable or distributable to the Participant by
    reason of such circumstance unless the Committee determines in
    good faith that (i) the circumstances giving rise to such
    Change of Control, disability or separation from service meet
    the definition of a change in ownership or effective control of
    a corporation, a change in the ownership of a substantial
    portion of the assets of a corporation, disability or separation
    from service, as the case may be, in Section 409A(a)(2)(A)
    of the Code, or (ii) the payment or distribution of such
    amount or benefit would be exempt from the application of
    Section 409A of the Code by reason of the short-term
    deferral exemption or otherwise. Any payment or distribution
    that otherwise would be made to a Participant who is a
    “specified employee” (as determined by the Committee
    in good faith in accordance with Section 409A(a)(2)(B) of
    the Code) on account of separation from service may not be made
    before the date that is six (6) months after the date of
    such specified employee’s separation from service unless
    the payment or distribution is otherwise exempt from the
    application of Section 409A of the Code.



 



    The Plan is intended to be administered in a manner consistent
    with the requirements, where applicable, of Section 409A of
    the Code. The provisions of Section 409A of the Code are
    incorporated herein by reference to the extent necessary for any
    Incentive Award that is subject to Section 409A to comply
    therewith. Notwithstanding any provision of the Plan to the
    contrary, in the event that the Committee determines that any
    Incentive Award may be subject to Section 409A of the Code,
    the Committee may adopt such amendments to the Plan and the
    applicable Incentive Award agreement or adopt other policies and
    procedures (including




    

    17








 






    amendments, policies and procedures with retroactive effect, or
    take any other actions that the Committee determines are
    necessary or appropriate to (i) exempt the Incentive Award
    from Section 409A of the Code
    and/or
    preserve the intended tax treatment of the benefits provided
    with respect to the Incentive Award, or (ii) comply with
    the requirements of Section 409A of the Code.
    Notwithstanding the foregoing, neither the Company nor the
    Committee shall have any liability to any person in the event
    that Section 409A applies to any such Incentive Award in a
    manner that results in adverse tax consequences for the
    Participant or any of the Participant’s beneficiaries.



 




    22.     Repricing



 



    Subject to Section 10(b) hereof, without the approval of
    stockholders, no Option, Tandem SAR, Stand-Alone SAR, Stock
    Bonus, or other Incentive Award granted hereunder shall be
    repriced, replaced, or regranted through (a) cancellation
    and regrant at a lower price, (b) lowering the exercise
    price of a previously awarded Option (c) lowering the grant
    price of a previously awarded Tandem SAR or Stand-Alone SAR, or
    (d) lowering the purchase price of a previously awarded
    Stock Bonus or other Incentive Award.



 




    23.     Applicable
    Law



 



    The Plan will be administered in accordance with the laws of the
    State of California, without reference to its principles of
    conflicts of law.



 




    24.     Effective
    Date; Restatement Date.



 



    The Plan (i) commenced on the Effective Date and was
    approved by the stockholders of Del Monte within twelve
    (12) months thereafter, (ii) subsequently was amended
    and restated on August 15, 2005 and was approved by the
    stockholders of Del Monte within twelve (12) months
    thereafter, and (iii) subsequently was amended and restated
    on the Restatement Date, subject to approval by the stockholders
    of Del Monte within twelve (12) months thereafter. Subject
    to Section 15 (regarding the Board’s right to amend or
    terminate the Plan), the Plan shall remain in effect following
    the Restatement Date; provided, however, that without further
    stockholder approval, no Incentive Stock Option may be granted
    under the Plan on or after the tenth anniversary of the
    Restatement Date.




    

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