Description of Director Compensation Arrangements

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EXHIBIT 10.15

Description of Director Compensation Arrangements

Following the consummation of the initial public offering, non-employee

director compensation arrangements are as follows:

o One-time compensation upon a director becoming a member of the Board:

o Restricted stock award of the number of shares determined by dividing

$120,000 by the fair market value of a share of Diamond Foods,

Inc.'s common stock on the date of the award. This award will vest,

and Diamond Foods, Inc.'s right to repurchase these shares will

lapse, over the 3-year period beginning with the date on which the

shares are awarded, with one-third of the shares vesting each

anniversary of the date they are awarded, provided the director

remains in continuous service as a director or consultant through

each such date. Each award will become fully vested and exercisable

if Diamond Foods, Inc. is acquired prior to or at the director's

termination of service.