0000950134-07-015538 Sample Contracts

TAX WITHHOLDING AGREEMENT
Tax Withholding Agreement • July 20th, 2007 • Diamond Foods Inc • Miscellaneous food preparations & kindred products

WHEREAS, Employee has been granted (i) restricted shares of Diamond common stock on July 20, 2005 (the “2005 Grant”) pursuant to Diamond’s 2005 Equity Incentive Plan (“EIP”), and (ii) restricted shares of Diamond common stock on January 10, 2006 (the “2006 Grant”). Diamond may grant Employee additional shares of restricted stock from time to time (the 2005 Grant, 2006 Grant and any additional shares of restricted stock granted referred to herein as “Restricted Stock”).

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