Common use of Stock Incentive Awards Clause in Contracts

Stock Incentive Awards. Section 4(e)(ii)(E) of the Employment Agreement is amended by deleting it in its entirety and replacing it with: Executive shall vest in any Incentive Award (as defined under the Del Monte Foods Company 2002 Stock Incentive Plan (“Plan”)) granted to Executive under the Plan on a pro-rated basis as of Executive’s termination date in accordance with the Corporation’s policy in effect on the date of this Amendment; provided, however, pro-rata Incentive Awards that are performance share units shall either vest or forfeit on their respective performance measurement dates, provided, further, that upon vesting of any Incentive Award that is a stock option, Executive will have ninety (90) days from that vesting date to exercise such stock options (or such time as provided by the option agreement); provided, further, that if Executive is vested in any Incentive Award that is a Performance Accelerated Restricted Stock Unit (PARS) or any other form of award subject to Code Section 409A, payment will be delayed six (6) months if Executive is a “specified employee” for purposes of Code Section 409A in accordance with the Plan.

Stock Incentive Awards. Section 4(e)(ii)(E) of the Employment Agreement is amended by deleting it in its entirety and replacing it with: Executive shall vest in any Incentive Award (as defined under the Del Monte Foods Company 2002 Stock Incentive Plan (“Plan”)) granted to Executive under the Plan on a pro-rated basis as of Executive’s termination date in accordance with the Corporation’s policy in effect on the date of this Amendment; provided, however, pro-rata Incentive Awards that are performance share units shall either vest or forfeit on their respective performance measurement dates, provided, further, that upon vesting of any Incentive Award that is a stock option, Executive will have ninety (90) days from that vesting date to exercise such stock options (or such time as provided by the option agreement); provided, further, that if Executive is vested in any Incentive Award that is a Performance Accelerated Restricted Stock Unit Units (PARS) or any other form of award subject to Code Section 409A, payment will be delayed six (6) months if Executive is a “specified employee” for purposes of Code Section 409A in accordance with the Plan.

Stock Incentive Awards. Section 4(e)(ii)(E3(d)(iv) of the Employment Agreement is amended by deleting it in its entirety and replacing it with: Executive shall vest in any Incentive Award (as defined under the Del Monte Foods Company 2002 Stock Incentive Plan (“Plan”)) granted to Executive under the Plan on a pro-rated basis as of Executive’s termination date in accordance with the CorporationCompany’s policy in effect on the date of this Fifth Amendment; provided, however, pro-rata Incentive Awards that are performance share units shall either vest or forfeit on their respective performance measurement dates, provided, further, that upon vesting of any Incentive Award that is a stock option, Executive will have ninety (90) days from that vesting date to exercise such stock options (or such time as provided by the option agreement); provided, further, that if Executive is vested in any Incentive Award that is a Performance Accelerated Restricted Stock Unit Units (PARS) or any other form of award subject to Code Section 409A, payment will be delayed six (6) months if Executive is a “specified employee” for purposes of Code Section 409A in accordance with the Plan.

Stock Incentive Awards. Section 4(e)(ii)(E4(e)(ii)(F) of the Employment Agreement is amended by deleting it in its entirety and replacing it with: Executive shall vest in any Incentive Award (as defined under the Del Monte Foods Company 2002 Stock Incentive Plan (“Plan”)) granted to Executive under the Plan on a pro-rated basis as of Executive’s termination date in accordance with the Corporation’s policy in effect on the date of this Amendment; provided, however, pro-rata Incentive Awards that are performance share units shall either vest or forfeit on their respective performance measurement dates, provided, further, that upon vesting of any Incentive Award that is a stock option, Executive will have ninety (90) days from that vesting date to exercise such stock options (or such time as provided by the option agreement); provided, further, that if Executive is vested in any Incentive Award that is a Performance Accelerated Restricted Stock Unit Units (PARS) or any other form of award subject to Code Section 409A, payment will be delayed six (6) months if Executive is a “specified employee” for purposes of Code Section 409A in accordance with the Plan.