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Exhibit
10.4
DEL MONTE FOODS
COMPANY
2002 STOCK INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
Del Monte Foods Company (the
“Company”) hereby grants you, Employee Name (the
“Participant”), an incentive stock option under the Del
Monte Foods Company 2002 Stock Incentive Plan (the
“Plan”), to purchase shares of common stock of the
Company (“Shares”). The date of this Agreement is
Date of Grant (the “Grant Date”). The latest
date this option will expire is the ten (10) year anniversary
of the Grant Date (the “Expiration Date”). However, as
provided in Appendix A (attached hereto), this option may expire
earlier than the Expiration Date. Subject to the provisions of
Appendix A and of the Plan, the principal features of this option
are as follows:
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Maximum Number of
Shares
Purchasable with this
Option:
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0,000 |
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Purchase
Price per Share: |
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$ |
00.00 |
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Scheduled Vesting
Dates:
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Number of
Shares:
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One Year From Date of
Grant
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0,000 |
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Two Years From Date of
Grant
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0,000 |
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Three Years From Date of
Grant
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0,000 |
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Four Years From Date of
Grant
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0,000 |
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Event Triggering
Termination of Option:
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Maximum Time to Exercise After
Triggering Event:*
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| Termination
of Employment for Cause |
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None |
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Termination of Employment without
Cause;
Termination of Employment other than for
Retirement or Disability
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Three (3) months as to vested
portion;
None as to unvested portion
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| Termination
of Employment due to Retirement |
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Expiration
Date as to vested portion; None as to unvested portion |
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| Termination
of Employment due to Disability or death |
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Expiration
Date |
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| Death within
3 months after Termination of Employment without Cause |
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Expiration
Date or 1 year from date of death, whichever is sooner, as to
vested portion; None as to unvested portion |
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However, in no event may this option be exercised after the
Expiration Date. |
Your signature below
indicates your agreement and understanding that this option is
subject to all of the terms and conditions contained in Appendix A
and the Plan. For example, important additional information on
vesting and termination of this option is contained in Paragraphs 4
and 5 of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF
APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF
THIS OPTION.
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| DEL MONTE FOODS COMPANY |
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PARTICIPANT |
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| By: |
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| Title: |
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Vice
President, Human Resources |
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EMPLOYEE NAME |
APPENDIX A
TERMS AND CONDITIONS OF
INCENTIVE STOCK OPTION
1. Grant of Option .
The Company hereby grants to the Participant under the Plan, as a
separate incentive in connection with his or her employment and not
in lieu of any salary or other compensation for his or her
services, an incentive stock option to purchase, on the terms and
conditions set forth in this Agreement and the Plan, all or any
part of an aggregate of 0,000 Shares. This option is
intended to qualify as an “incentive stock option”
under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”).
2. Exercise Price .
The purchase price per Share for this option (the “Exercise
Price”) shall be $00.00.
3. Number of Shares .
The number of Shares specified in Paragraph 1 above, and/or the
Exercise Price specified in Paragraph 2 above, are subject to
adjustment by the Compensation Committee of the Board of Directors
of the Company (the “Committee”) (subject to any
required stockholder approval) in the event of any increase or
decrease in the number of issued Shares resulting from a
subdivision or consolidation of Shares or the payment of a stock
dividend on Shares, or any other increase or decrease in the number
of such Shares effected without receipt or payment of consideration
by the Company, or change in the capitalization of the Company.
Further, the Committee in its discretion will determine whether the
option granted pursuant to this Agreement will, in the context of a
Change of Control or any other transaction, be converted into a
comparable option of a successor entity or redeemed for payment in
cash or kind or both.
4. Vesting Schedule .
Subject to earlier termination as described in Paragraph 5 below
and as provided in Section 6(c) of the Plan, the option
granted under this Agreement is scheduled to vest as to the number
of Shares and on the dates shown on the first page of this
Agreement. Notwithstanding the foregoing , the option will
vest immediately as to one hundred percent (100%) of the
Shares upon the occurrence of a Change of Control. The Committee in
its discretion will determine whether the option will vest
immediately in the event of other transactions including, without
limitation, a liquidation or dissolution of the Company;
provided that the option in no case will be exercisable
after the Expiration Date.
5. Termination of
Option . In the event of termination of employment of the
Participant with the Company for Cause, this option will expire and
be cancelled upon such termination. In the event of termination of
employment without Cause, or in the event that the Participant
resigns for a reason other than Disability or Retirement, this
option will remain exercisable to the extent vested as of the date
of termination until the expiration of three (3) months after
such termination, on which date it will expire; to the extent not
vested as of the date of termination, this option will expire at
the close of business on the date of termination. In the event of
termination of employment as a result of Retirement, this option
will remain exercisable to the extent vested as of the date of
termination until the Expiration Date; to the extent not vested as
of the date of termination, this option will expire at the close of
business on the date of termination. In the event of termination of
employment on account of Disability or death of the Participant,
this option will remain exercisable with respect to all Shares,
w
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