FORM OF TAX MATTERS AGREEMENT by and between THE PROCTER & GAMBLE COMPANY, THE WIMBLE COMPANY, DIAMOND FOODS, INC., and WIMBLEDON ACQUISITION LLC Dated , 201Tax Matters Agreement • September 7th, 2011 • Wimble Co • Miscellaneous food preparations & kindred products • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of [INSERT DATE] by and between The Procter & Gamble Company, an Ohio corporation (“Parent”), The Wimble Company, a Delaware corporation and, as of the date hereof, a wholly owned Subsidiary of Parent (“Wimbledon”), Diamond Foods, Inc., a Delaware corporation (“Acquiror”), and Wimbledon Acquisition LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) (collectively, the “Companies”).
