0001193125-06-247919 Sample Contracts

DEL MONTE FOODS COMPANY PERFORMANCE SHARES AGREEMENT
Agreement • December 7th, 2006 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • California

This Performance Shares 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 (the “Company”), has granted to you, [EMPLOYEE NAME] (the “Participant”), as of [Month 00, 0000] (the “Grant 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 Shares,” in order to encourage you to continue to contribute to the Company’s growth and success.

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DEL MONTE FOODS COMPANY PERFORMANCE ACCELERATED RESTRICTED STOCK AGREEMENT
Agreement • December 7th, 2006 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • California

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.

DEL MONTE FOODS COMPANY RESTRICTED STOCK UNIT AGREEMENT
Agreement • December 7th, 2006 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • California

This agreement (the “Agreement”) contains the terms and conditions under which you, (the “Participant”), as of [DATE] (the “Grant Date”), and pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan (the “Plan”), have been granted restricted stock units representing the Common Stock of Del Monte Foods Company (the “Company”). This Agreement is issued in fulfillment of the annual equity compensation to be provided to Participant as a Non-Employee Director of the Company in accordance with the Del Monte Foods Company Non-Employee Director Compensation Plan.

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