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Exhibit
10.6
DEL MONTE FOODS
COMPANY
PERFORMANCE ACCELERATED
RESTRICTED STOCK AGREEMENT
This agreement (the
“Agreement”) contains the terms and conditions under
which the Compensation Committee of the Board (the
“Committee”), on behalf of Del Monte Foods Company
(“Company”) has granted to you,
(the “Participant”), as of [DATE] , and pursuant
to the Del Monte Foods Company 2002 Stock Incentive Plan (the
“Plan”), units representing the Common Stock of the
Company known as “Performance Accelerated Restricted
Stock” (“PARS”), in order to encourage you to
continue in the Company’s employment and contribute to its
growth and success.
1. Grant of PARS . The
PARS grant consists of units representing
shares of the Common Stock of the Company, which the Company has
issued to the Participant as of the date hereof as a separate
incentive in connection with his or her service to the Company and
not in lieu of any salary or other compensation for his or her
services. The PARS also shall include any new, additional, or
different securities or units representing such securities the
Participant may become entitled to receive with respect to such
PARS by virtue 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 shares of Common Stock), or any other
increase or decrease in the number of such shares effected without
receipt or payment of consideration by the Company, or any change
in the capitalization of the Company pursuant to Section 10(b)
of the Plan, or by virtue of any Change of Control or other
transaction pursuant to Section 10(c) of the Plan. The PARS
shall be subject to the Restrictions pursuant to Section 3 of
this Agreement.
2. Participant’s
Account; Certain Rights in Respect of PARS .
(a) The PARS granted to the
Participant shall be entered into an account in the
Participant’s name. This account shall be a bookkeeping entry
only and shall be utilized solely as a device for the measurement
and determination of the number of shares of Common Stock to be
paid to or in respect of a Participant pursuant to this
Agreement.
(b) During the period before
the release of the Restrictions on the PARS as provided in
Section 4, the Participant shall have no voting rights in
respect of the PARS.
(c) As set forth in
Section 5 below, stock equivalent units held in the
Participant’s account pursuant to Section 5 shall accrue
dividend equivalents that will be credited in the form of
additional stock equivalent units to the Participant’s
account, based on the Fair Market Value of Common Stock on the date
the dividend is issued.
3. Restrictions .
Prior to their release from the Restrictions as provided in
Section 4, all PARS held for or in respect of the Participant,
and the shares of Common Stock that such PARS represent, may not be
assigned, transferred, or otherwise encumbered or disposed of by
the Participant.
4. Release of PARS from
Restrictions .
(a) Subject to the provisions
of paragraph (d) of this Section 4, the Restrictions
shall cease to apply to the PARS granted under this Agreement on
[DATE] , or upon the earlier occurrence of a Change of
Control or the death or Disability of the Participant; provided,
however , that release of the PARS from the Restrictions
shall be accelerated as provided in paragraphs (b) and
(c) of this Section 4. Upon the release of the PARS from
the Restrictions (except if receipt of the PARS is deferred as
provided in Section 5), the Participant shall be paid the
value of his or her account in the form of Common Stock. No
fractional shares of Common Stock will be issued. If the
calculation of the number of shares of Common Stock to be issued
results in fractional shares, then the number of shares of Common
Stock will be rounded up to the nearest whole share of Common
Stock.
(b) The Committee, in its
sole discretion, shall define a peer group of companies (the
“Comparator Group”), either within or without the
Company’s industry, against which the Company’s Total
Stockholder Return (“TSR”) will be compared. The
Comparator Group shall be identified as soon as practicable after
the date of this Agreement and may be changed by the Committee from
time to time. Any adjustment to the TSR calculation to account for
changes in the Comparator Group, including changes in the
capitalization of Comparator Group companies (due to stock splits,
mergers, spin-offs, etc.), will be made at the sole discretion of
the Committee. If the Company achieves the designated TSR targets,
the Restrictions shall cease to apply to the PARS at the end of the
last day of the applicable fiscal year of the Company, according to
the following schedule:
Accelerated Vesting
Schedule for TSR Targets
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Target
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Achievement
Date
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Percent of PARS Released
from Restrictions as
of
Achievement
Date
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Company TSR ³ 75 th percentile of Comparator Group
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Target must be achieved as of fiscal
year end [YEAR]
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100 |
% |
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Company TSR ³ 55 th percentile of Comparator Group
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Target must be achieved as of fiscal
year end [YEAR]
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100 |
% |
The Committee shall have sole discretion
to determine whether the TSR targets have been achieved and whether
the Restrictions shall be released from the PARS. The
Committee’s determinations pursuant to the exercise of
discretion with respect to all matters described in this paragraph
shall be final and binding on the Participant.
(c) In the case of the
Participant’s Retirement prior to the time at which
the PARS otherwise would be released from the Restrictions pursuant
to paragraphs (a) or (b) of this Section 4, the
Restrictions shall cease to apply on a pro-rata basis pursuant to
the Co
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