0001628280-15-007491 Sample Contracts

CHANGE OF CONTROL AND RETENTION AGREEMENT
Change of Control and Retention Agreement • October 1st, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California

This Change of Control and Retention Agreement (the “Agreement”) is made and entered into as of October 18, 2013 by and between Diamond Foods, Inc., a Delaware corporation (the “Company”), and David Colo (the “Executive”).

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Dave Colo Offer Letter Amendment
Dave Colo Offer Letter Amendment • October 1st, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products

This letter (the “Agreement”) amends the employment offer letter from Diamond Foods, Inc. (the “Company”) to you dated November 21, 2012 (the “Offer Letter”), by replacing the severance provisions under the heading of “Other Benefits.”

Lloyd Johnson Offer Letter Amendment
Lloyd Johnson Offer Letter Amendment • October 1st, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products

This letter (the “Agreement”) amends the employment offer letter from Diamond Foods, Inc. (the “Company”) to you dated August 17, 2008 (the “Offer Letter”), by replacing the severance provisions under the heading of “Other Benefits,” in light of the requirements of the final regulations promulgated under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. We must receive a copy of this Agreement, executed by you, not later than December 31, 2008.

Lloyd Johnson Offer Letter Second Amendment
Lloyd Johnson Offer Letter Second Amendment • October 1st, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products

This letter (the “Agreement”) amends the employment offer letter from Diamond Foods, Inc. (the “Company”) to you dated August 17, 2008 as amended December 2008 (the “Offer Letter”), by replacing the severance provisions under the heading of “Other Benefits.”

Brian J. Driscoll Offer Letter Amendment
Driscoll Offer Letter Amendment • October 1st, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products

This letter (the “Agreement”) amends the employment offer letter from Diamond Foods, Inc. (the “Company”) to you dated May 4, 2012 (the “Offer Letter”), by amending Section 9(b) of your Offer Letter provisions under the heading of “Other Benefits.”

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