0000950134-05-018758 Sample Contracts

DEL MONTE FOODS COMPANY PERFORMANCE ACCELERATED RESTRICTED STOCK AGREEMENT
Agreement • October 4th, 2005 • 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.

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DEL MONTE FOODS COMPANY 2002 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Stock Incentive Plan Non-Qualified Stock Option Agreement • October 4th, 2005 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • California

Del Monte Foods Company (the “Company”) hereby grants you, Employee Name (the “Participant”), a non-qualified stock option under the Del Monte Foods Company 2002 Stock Incentive Plan (the “Plan”), to purchase shares of common stock of the Company (“Shares”). The date of this Agreement is Date of Grant (the “Grant Date”). The latest date this option will expire is the ten (10) year anniversary of the Grant Date (the “Expiration Date”). However, as provided in Appendix A (attached hereto), this option may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:

DEL MONTE FOODS COMPANY PERFORMANCE SHARES AGREEMENT
Foods Company Performance Shares Agreement • October 4th, 2005 • 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.

DEL MONTE FOODS COMPANY 2002 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Plan Incentive Stock Option Agreement • October 4th, 2005 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • California

Del Monte Foods Company (the “Company”) hereby grants you, Employee Name (the “Participant”), an incentive stock option under the Del Monte Foods Company 2002 Stock Incentive Plan (the “Plan”), to purchase shares of common stock of the Company (“Shares”). The date of this Agreement is Date of Grant (the “Grant Date”). The latest date this option will expire is the ten (10) year anniversary of the Grant Date (the “Expiration Date”). However, as provided in Appendix A (attached hereto), this option may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:

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