0000950149-05-000102 Sample Contracts

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AGREEMENT AND PLAN OF CONVERSION
Agreement and Plan of Conversion • March 25th, 2005 • Diamond Foods Inc • Delaware

THIS AGREEMENT AND PLAN OF CONVERSION (this “Agreement”) is made and entered into as of , 2005, by and among DIAMOND FOODS, INC. (“Diamond Foods”), a Delaware corporation, and DIAMOND WALNUT GROWERS, INC., a California cooperative marketing association (“Diamond Growers”).

EXHIBIT 10.21 [DIAMOND FOODS LOGO]
Walnut Purchase Agreement • March 25th, 2005 • Diamond Foods Inc • California
RECITALS
Indemnity Agreement • March 25th, 2005 • Diamond Foods Inc • Delaware
MICHAEL J. MENDES
Long Term Incentive Compensation Program • March 25th, 2005 • Diamond Foods Inc
BLUE DIAMOND & DIAMOND OF CALIFORNIA TRADEMARK AGREEMENT
Trademark Agreement • March 25th, 2005 • Diamond Foods Inc • California
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