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Exhibit 10.2
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
Effective January 1, 2006; Amended July 24, 2008
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
Effective January 1, 2006; Amended July 24, 2008
TABLE OF CONTENTS
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Page
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ARTICLE 1
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Definitions
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1
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ARTICLE 2
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Selection/Enrollment/Eligibility
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4
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2.1
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General Eligibility
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4
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2.2
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Qualification Requirements
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4
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2.3
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Ineligibility
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5
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2.4
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Change of Participating Employer
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5
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ARTICLE 3
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Termination Benefits
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6
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3.1
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Salary-Based Severance
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6
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3.2
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Benefit Continuation
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7
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3.3
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Bonus and Equity Compensation Amounts
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7
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3.4
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Outplacement Services
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8
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3.5
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Change of Control Payments
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8
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3.6
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Timing of Payments
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8
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ARTICLE 4
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Termination, Amendment or Modification
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10
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4.1
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Termination
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10
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4.2
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Amendment
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10
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ARTICLE 5
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Administration
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11
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5.1
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Committee Duties
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11
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5.2
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Agents
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11
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5.3
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Binding Effect of Decisions
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11
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5.4
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Indemnity of Committee
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11
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5.5
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Corporation Information
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11
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i
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
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ARTICLE 6
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Claims Procedures
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12
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6.1
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Resolution of Claim Generally
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12
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6.2
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Disposition of Claim
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12
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6.3
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Appeals
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12
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6.4
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Decision Final
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12
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ARTICLE 7
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Miscellaneous
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13
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7.1
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Unsecured General Creditor
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13
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7.2
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FICA and Other Taxes
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13
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7.3
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Nonassignability
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13
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7.4
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Not a Contract of Employment
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13
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7.5
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Furnishing Information
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13
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7.6
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Governing Law
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13
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7.7
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Notice
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14
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7.8
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Successors
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14
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7.9
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Validity
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14
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ERISA Information
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15
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ii
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
Del Monte
Corporation
Executive Severance Plan
Effective January 1, 2006; Amended
July 24, 2008
Purpose
The purpose of this Plan is to provide fair treatment for
terminated executives consistent with the values and culture of Del
Monte Corporation, provide financial support for executives seeking
new employment, recognize executive’s years of service and
contributions to the Corporation, and to avoid or mitigate the
Corporation’s potential exposure to litigation. This Plan
fully supersedes any and all prior policies, agreements, letters or
understandings with respect to severance pay for executives, other
than any executive employment agreement between an executive and
the Corporation in effect as of the effective date of this Plan and
recognized by the Corporation as such.
ARTICLE 1
Definitions
For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following
indicated meanings:
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1.1
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"AIP Bonus" shall mean any cash
award in respect of a Plan Year under the Company’s Annual
Incentive Plan (known as the "AIP").
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1.2
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"Base Salary" shall mean, with
respect to an Executive, an amount equal to the Executive’s
rate of pay for the pay period in effect on the Severance Date,
excluding amounts for overtime, bonuses, or allowances.
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1.3
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"Cause" shall mean an
Executive’s Termination of Employment upon the occurrence of
any of the following: (A) a material breach by Executive of
the terms of the Corporation’s policies and/or the Standards
of Business Conduct; (B) any act of theft, misappropriation,
embezzlement, intentional fraud or similar conduct by Executive
involving the Corporation or any affiliate; (C) the conviction
or the plea of nolo contendere or the equivalent in respect
of a felony involving an act of dishonesty, moral turpitude, deceit
or fraud by Executive; (D) any damage of a material nature to
the business or property of the Corporation or any affiliate caused
by Executive’s willful or grossly negligent conduct; or
(E) Executive’s failure to act in accordance with any
specific lawful instructions given to Executive in connection with
the performance of Executive’s duties for the Corporation or
any affiliate.
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1.4
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"Committee" shall mean the
Compensation Committee of the Board of Directors of Del Monte Foods
Company.
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1
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
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1.5
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"Change in Control" shall mean an
event determined to be a Change in Control as defined in the Del
Monte Foods Company 2002 Stock Incentive Plan, or any successor
stock incentive plan, as amended from time to time.
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1.6
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"Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time, and the
regulations promulgated thereunder.
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1.7
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"Company" shall mean Del Monte Foods
Company, a Delaware corporation, and any successor
thereto.
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1.8
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"Corporation" shall mean the Del
Monte Corporation, a Delaware corporation, and any successor
thereto. Unless otherwise specified or required by the context of
the Plan, references to the Corporation shall include the Company
and any affiliate.
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1.9
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"Executive" shall mean any employee
of the Corporation who is an officer of the Company and/or the
Corporation with a job title of Vice President or above.
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1.10
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"ERISA" shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to
time, and the regulations promulgated thereunder.
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1.11
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"Participant" shall mean any
individual (a) who is an Executive, (b) whose employment
is terminated involuntarily by the Corporation, (c) who is
eligible under Article 2; and (d) who signs and does not
revoke the General Release and Severance Agreement in accordance
with the terms of the Plan.
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1.12
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"Plan" shall mean the "Del Monte
Corporation Executive Severance Plan", as amended from time to
time.
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1.13
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"Plan Year" shall mean the period of
each calendar year commencing January 1 and ending the
following December 31.
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1.14
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"Retirement," "Retire," "Retires, or
"Retired" shall mean a Termination of Employment with the Executive
having attained age 55 and at least 10 years of service, where
years of service means each completed 12-month period of
uninterrupted service with the Corporation, but including periods
of approved leave of absence, up to the Executive’s
Termination of Employment.
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1.15
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"Stock Plan" shall mean the Del
Monte Foods Company 2002 Stock Incentive Plan, or any successor
thereto, as amended from time to time.
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1.16
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"Termination Benefit" shall mean the
benefits set forth in Article 3.
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2
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
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1.17
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"Termination of Employment" shall
mean the severing of full-time employment with the Corporation and
all affiliates, voluntarily or involuntarily. Notwithstanding the
foregoing:
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(a) An Executive shall not be treated as having
incurred a Termination of Employment while the Executive is on
military leave, sick leave, or other bona fide leave of absence if
the period of such leave does not exceed six months, or if longer,
so long as the Executive’s right to reemployment with the
Corporation is provided either by statute or by contract. If the
period of leave exceeds six months and the right to reemployment is
not provided either by statute or by contract, the employment
relationship is deemed to terminate on the first date immediately
following such six-month period.
(b) Whether an Executive has incurred a Termination of
Employment shall be determined based on all relevant facts and
circumstances. In situations in which the individual continues to
be carried on the payroll but perform only nominal services, or
ceases to be an employee but continues to provide substantial
services in another capacity, such as pursuant to a consulting
agreement, the determination of whether a Termination of Employment
has occurred shall be determined in accordance with Proposed IRS
Regulations Section 1.409A-1(h)(1)(ii), or any successor
thereto.
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1.18
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"Severance Date" shall mean the last
day of an Executive’s active employment with the
Corporation.
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3
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
ARTICLE 2
Selection/Enrollment/Eligibility
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2.1
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General Eligibility
. Each employee who is an Executive who does not have an executive
employment agreement with the Corporation or any of its affiliates
that provides for severance compensation upon a Termination of
Employment and who has a Termination of Employment on or after
January 1, 2006 that is not:
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(a) a resignation, quit or voluntary
Retirement;
(b) a Termination of Employment for Cause;
(c) on account of the Executive’s death;
(d) on account of the Executive’s Disability or after the
Executive qualifies under a plan of group long term disability
benefits of the Corporation or any of its affiliates;
(e) on account of the Executive’s refusal or
non-acceptance of an offer by the Corporation for a transfer,
assignment or change in job position that requires a relocation of
50 miles or less from the Executive’s current work location;
provided that the Executive must provide written notice to the
Corporation of his or her refusal or non-acceptance to such job
change within 90 days after the notice has been made by the
Corporation or the Executive will be deemed to have accepted such
relocation and not be eligible for benefits under this Plan;
(f) a direct result of the sale or other divestiture of the work
unit, division or segment of the Corporation’s business that
Executive works in or is responsible for if Executive is offered
continued employment with the purchaser or acquirer, including
their affiliates, except as may otherwise specifically be provided
in any written sale, divestiture or other agreement; or
(g) the triggering event for any other written severance pay
agreement, plan or policy, unless the provisions of this Plan are
explicitly waived by Executive.
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2.2
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Qualification
Requirements . As a condition to receiving severance
benefits under this Plan, each eligible Executive shall:
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(a) complete, execute and return to the
Corporation a general release and severance agreement which shall
include certain restrictive covenants regarding the use of
proprietary or confidential information, solicitation of employees
and customers and interference with business relationships, in a
form furnished by the Corporation and within the deadlines
provided.
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DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
(b) return to the Corporation all property of the
Corporation in the Executive’s possession, custody or
control, including keys, credit cards, identification cards, laptop
computers, Personal Digital Assistants (PDAs), car and mobile
telephones, pagers, parking stickers, correspondence, notes,
memoranda, reports, manuals, notebooks, drawings, sketches,
blueprints, formulae, prototypes, models, computer disks ,
computer printouts, information stored electronically on computers,
and the trade secrets and other Confidential Information of the
Company. Executive shall not make any copies, nor retain any
originals or copies of such property.
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2.3
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Ineligibility . The
following individuals are not eligible for benefits under the
Plan:
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(a) consultants and independent contractors,
including executive level consultants and non-employee directors of
the Corporation and/or the Company;
(b) leased employees, temporary employees or other
individuals;
(c) individuals who might otherwise be eligible but are
designated in writing by the Committee as ineligible.
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2.4
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Change of Participating
Employer . If an eligible Executive moves from one
affiliate of the Corporation to another during a Plan Year, no
termination of employment will occur for purposes of this
Plan.
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5
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
ARTICLE 3
Termination Benefits
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3.1
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Salary-Based Severance
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(a) Before Change of Control . If a
Participant’s Termination of Employment occurs before a
Change of Control, a Participant shall receive a lump sum amount
equal to a multiple of the Executive’s Base Salary and target
Annual Incentive Plan (AIP) bonus for the year in which the
Termination of Employment occurs, based on job level
1 , in accordance
with the following table:
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Tier
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Position
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Multiple of Base Salary
and Target Bonus – Basic
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CEO
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2.0 Times
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II
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EVP; SVP;
COO; CFO
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1.5 Times
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III
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Other VP
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1 Time
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(b) Change of Control Severance . If a
Participant’s Termination of Employment occurs within two
(2) years of the date that a Change on Control occurs, a
Participant shall receive a lump sum amount equal to a multiple of
the Executive’s Base Salary and target Annual Incentive Plan
(AIP) bonus for the year in which the Termination of Employment
occurs, based on job level, in accordance with the following
table:
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Tier
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Position
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Multiple of Base Salary
and Target Bonus –
Change of Control
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I
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CEO
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2.99 Times
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II
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EVP; SVP;
COO; CFO
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2.0 Times
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III
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Other VP
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1.5 Times
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1
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CEO = Chief Executive Officer; EVP =
Executive Vice President; SVP = Senior Vice President; CFO = Chief
Financial Officer; COO = Chief Operating Officer; VP = Vice
President.
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6
DEL MONTE CORPORATION
EXECUTIVE SEVERANCE PLAN
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3.2
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Benefit Continuation
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(a) Continuation Period . If a
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