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) Dividend
equivalents will be credited in the form of additional PARS 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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Percent of PARS
Released
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from Restrictions as
of
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Target
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Achievement Date
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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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%
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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
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%
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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 Company
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