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Exhibit
10.1
FRESH DEL MONTE PRODUCE
INC.
LONG-TERM INCENTIVE
PLAN
INTRODUCTION
The Fresh Del Monte Produce
Inc. Long-Term Incentive Plan (the “Plan”) is a
long-term incentive plan for eligible employees of the Company. The
Plan is intended to provide cash-based incentive opportunities to
executives and other key employees of the Company. Plan payments,
if any, will be conditioned on attainment of certain Performance
Goals for one or more fiscal years as approved by the Committee and
ratified by the Board of Directors.
The purpose of the Plan is to
allow the Company to attract, motivate and retain highly qualified
employees; to obtain from each employee the best possible
performance; to establish Performance Measures that support the
Company’s long-term business strategies; and to provide
consistency in and alignment with the Company’s approach to
performance-based pay and overall executive compensation
strategy.
For purposes of the Plan, the
following terms shall have the following meanings:
AWARD PARAMETERS
DESCRIPTION . A document or compilation of documents approved
by the Committee and ratified by the Board of Directors, in
writing, to set forth the parameters necessary for determining a
Long-Term Incentive Compensation Award, including the Award Period,
the Performance Measures, the Performance Goals and the amount of
Long-Term Incentive Compensation Award payable with respect to the
achievement of each Performance Goal. The award parameters
described in the Award Parameters Description need not be identical
for all the Participants.
AWARD PERIOD . Unless
otherwise provided by the Committee and ratified by the Board of
Directors, the Award Period to which a Long-Term Incentive
Compensation Award relates shall encompass three
(3) consecutive fiscal years.
BOARD OF DIRECTORS .
The Board of Directors of Del Monte; provided that, with respect to
any Long-Term Incentive Compensation Awards of the chief executive
officer of Del Monte, “Board of Directors” shall mean
only the members of the Board of Directors who qualify as
“outside directors” under Section 162(m) of the
Code and who meet the independence requirements of applicable law
and the listing standards of the New York Stock
Exchange.
CAUSE . Cause has the
meaning given to such term in any employment agreement with the
Company to which the Participant is a party and in the absence of
such agreements, it shall mean: (i) indictment for the
commission of a felony or a crime involving moral turpitude or the
commission of any other act or omission involving dishonesty,
disloyalty or fraud; (ii) conduct that brings or is reasonably
likely to bring the Company into public disgrace or disrepute,
(iii) repeated failure to perform duties as reasonably
directed by the Company; (iv) gross negligence or willful
misconduct with respect to the Company; and/or (v) habitual
insobriety, or use of illicit drugs or other controlled substances
following one medically supervised course of treatment for such
drug or alcohol use or upon refusal to participate in such course
of treatment.
CHANGE IN CONTROL .
“Change in the ownership or effective control of the
corporation” or “change in the ownership of a
substantial portion of the assets of the corporation”, as
such terms are defined in Section 1.409A-3(i)(5) of the final
regulations and other applicable guidance promulgated under
Section 409A of the Code.
CODE . The Internal
Revenue Code of 1986, as amended, and any regulations thereunder,
and any successors thereto.
COMMITTEE . The
Compensation Committee of the Board of Directors.
COMPANY . Del Monte,
its subsidiaries and any other entity which is a “service
recipient” (as such term is defined in
Section 1.409A-1(g) of the final regulations and other
applicable guidance promulgated under Section 409A of the
Code) with respect to persons performing services for the
Company.
DEL MONTE . Fresh Del
Monte Produce Inc., a Cayman Islands corporation.
DISABILITY .
“Disability”, as such term is defined in
Section 1.409A-3(i)(4) of the final regulations and other
applicable guidance promulgated under Section 409A of the
Code.
LONG-TERM INCENTIVE
COMPENSATION AWARD . Any award paid pursuant to the Plan. A
Long-Term Incentive Compensation Award shall be determined by the
Committee and ratified by the Board of Directors, in its sole and
absolute discretion. Unless otherwise specified by the Committee
and ratified by the Board of Directors, with respect to any
Performance Measure: (1) the Long-Term Incentive Compensation
Award payable with respect to the maximum Performance Goal shall
not exceed one hundred and fifty percent (150%) of the
Long-Term Incentive Compensation Award payable with respect to the
target Performance Goal; and (2) the Long-Term Incentive
Compensation Award payable with respect to a minimum
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Performance Goal shall not be
less than fifty percent (50%) of the Long-Term Incentive
Compensation Award payable with respect to the target Performance
Goal. The Long-Term Incentive Compensation Award payable to any
individual Participant with respect to any particular Award Period
shall not exceed $6,000,000. (Six million dollars).
PARTICIPANT . An
executive or other key employee of the Company, or a person who has
agreed to commence serving in any of such capacities, and who is
designated by the Committee to participate in the Plan. No person
shall be a Participant in the Plan prior to the execution by such
person of the Participation Agreement.
PARTICIPATION
AGREEMENT . An agreement executed by the Participant in
substantially the form attached hereto as Exhibit A. Executed
Participation Agreements are incorporated into the Plan by
reference and made a part thereof to the same extent and with the
same force and effect as if fully set forth therein.
PERFORMANCE GOAL .
Performance Goal means, with respect to a Performance Measure, a
measure of achievement of such Performance Measure, approved by the
Committee and ratified by the Board of Directors and set forth in
the Award Parameters Description. Unless otherwise provided by the
Committee and ratified by the Board of Directors, there shall be
three (3) Performance Goals with respect to each Performance
Measure — minimum Performance Goal, target Performance Goal
and maximum Performance Goal. Performance Goals shall be deemed to
be achieved only if achieved in the course of the applicable Award
Period.
PERFORMANCE MEASURES .
Certain performance categories set forth in Section V of the Plan.
Performance Measures shall be set forth by the Committee in the
Award Parameters Description.
SEPARATION FROM
SERVICE . “Separation from service”, as such term
is defined in Section 1.409A-1(h) of the final regulations and
other applicable guidance promulgated under Section 409A of
the Code.
TSR . TSR (total
shareholder return) shall mean A minus B expressed as a percentage
of B [(A-B)/(Bx100)], where A is the per-share price of a
company’s common stock at the end of the applicable Award
Period and B is the average per-share price of the company’s
common stock at the beginning of the applicable Award Period. For
purposes of calculations of TSR, cash dividends paid on a share of
common stock shall be deemed to be reinvested in the
company’s common stock on the day they are paid at the
average of the high and the low per-share price of that
company’s common stock on that day, as quoted on the primary
exchange on which the company’s shares are listed. The value
at the end of the applicable Award Period of such common
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stock deemed purchased with
cash dividends shall be added to A (above) for purposes of
calculation of TSR. If in the course of the Award Period the
outstanding shares of common stock of a company are increased or
decreased or changed into or exchanged for a different number or
kind of shares or other securities of the company by reason of any
recapitalization, reclassification, reorganization, stock split,
reverse split, combination of shares, exchange of shares, stock
dividend or other distribution payable in capital stock of the
company or other increase or decrease in such shares effected
without receipt of consideration by the company, an appropriate and
proportionate adjustment approved by the Committee shall be made to
the calculation of TSR set forth above. For purposes of determining
TSR, the stock price at the beginning date and end date of an Award
Period shall be the average of the closing stock prices for the
ninety (90) days immediately preceding such dates as quoted on
the primary exchange on which the company’s shares are
listed.
The Plan is effective as of
January 1, 2008.
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DETERMINATION OF AMOUNTS OF AND ELIGIBILITY FOR LONG-TERM
INCENTIVE COMPENSATION AWARDS |
Unless otherwise provided in
the Plan, if the Performance Goals are achieved in the course of
the applicable Award Period and such achievements are certified by
the Committee based upon the audited financial statements for the
last fiscal year of the Award Period contained in the
Company’s annual report filed with the Securities and
Exchange Commission, then Long-Term Incentive Compensation Awards
will be paid in amounts determined by the Committee and ratified by
the Board of Directors pursuant to the Plan and the Award
Parameters Description. Unless otherwise set forth in the Award
Parameters Description with respect to any Participant:
(1) the amount of the Long-Term Incentive Compensation Award
payable in connection with achieving any Performance Goal of TSR
shall not exceed fifty percent (50%) of the maximum Long-Term
Incentive Compensation Award that can be made under the Plan in
connection with the applicable Award Period; and (2) the
amount of the Long-Term Incentive Compensation Award payable in
connection with achieving any Performance Goal(s) other than TSR
shall not exceed fifty percent (50%) of the maximum Long-Term
Incentive Compensation Award that can be made under the Plan in
connection with the applicable Award Period.
A. Generally . Unless
otherwise provided in the Plan, payment of Long-Term Incentive
Compensation Awards is conditioned on the attainment in the course
of the Award Period of Performance Goals set with respect to
Performance Measures. The Performance Goals and Performance
Measures need not be identical with respect to all the
Participants. Performance Goals may be established
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based upon the
Company’s performance in isolation or by judging the
Company’s performance relative to one or more comparator
companies or upon the performance of one or more of the
Company’s subsidiaries or divisions. Performance Goals and
the amount of Long-Term Incentive Compensation Award payable with
respect to the achievement of any Performance Goal for any
Long-Term Incentive Award that is intended to qualify as
“performance-based compensation” under
Section 162(m) of the Code must be established in writing no
later than March 15 th following the beginning of the applicable Award Period and may
be based on one or more of the following objective criteria (the
“Performance Measures”):
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(1) |
TSR, including its components of stock price appreciation,
dividends and/or dividend yield; |
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(2) |
Return on assets, equity, invested capital, cash flow,
investment, or sales; |
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(3) |
Sales, including gross margin; |
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(4) |
Pre-tax or after-tax profit levels, including: earnings per
share; earnings before interest and taxes; earnings before
interest, taxes, depreciation and amortization; net operating
profits after tax, and net income; |
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(5) |
Cash flow and cash flow return on investment; |
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(6) |
Economic profit and/or cost of capital; |
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(7) |
Turnover of assets, capital, or inventory; |
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(8) |
Levels of operating expense or other expense items as reported
on the income statement, including operating and maintenance
expense; |
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(9) |
Measures of customer satisfaction and customer service,
including the relative improvement therein; and |
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(10) |
Market share, including by product line or geographic market or
submarkets. |
Performance Goals may be determined by
reference to levels of and/or growth in a Performance Measure.
Performance Goals with respect to Performance Measures shall be
objectively measurable and established for a period coinciding with
or ending within the Award Period.
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B. Certain Factors and
Events Excluded . In establishing Performance Goals and
Performance Measures for Participants and in certifying the
achievement o
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