MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of June 17, 2011 among Blue Acquisition Group, Inc., a Delaware corporation (the “Company”), Blue Holdings I, L.P., a Delaware limited partnership (“Parent”), and the undersigned Person (the “Management Stockholder”) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
SALE PARTICIPATION AGREEMENTSale Participation Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
You have entered into a Management Stockholder’s Agreement, in each case, dated as of the date hereof, among Blue Holdings I, L.P., a Delaware limited partnership and the parent entity of the Company (“Parent”) and you (the “Stockholder’s Agreement”) relating to (i) the purchase by you of Purchased Stock (as defined in the Stockholder’s Agreement); and/or (iii) the grant by the Company to you of options (the, “Options”) to purchase shares of common stock, par value $0.01 per share, of the Company (“Common Stock”, which includes any Purchased Stock). Parent hereby agrees with you as follows pursuant to the terms of this Sale Participation Agreement (this “Agreement”), effective as of the Closing Date (as defined in the Stockholder’s Agreement):
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
THIS AGREEMENT, dated as of the date indicated on Schedule B hereto (the “Grant Date”), is made by and between Blue Acquisition Group, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2011 Stock Incentive Plan for Key Employees of Blue Acquisition Group, Inc. and its Affiliates, as such Plan may be amended from time to time (the “Plan”).
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of March 8, 2011 among Blue Acquisition Group, Inc., a Delaware corporation (the “Company”), Blue Holdings I, L.P., a Delaware limited partnership (“Parent”), and the undersigned Person (the “Management Stockholder”) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
Blue Acquisition Group, Inc. c/o Kohlberg Kravis Roberts & Co. L.P. 9 W. 57th St., Suite 4200 New York, New York 10019Letter Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York
This letter (the “Letter Agreement”) is to confirm our understanding regarding certain rights we have agreed to provide you in connection with the consummation of the transactions contemplated under the certain Agreement and Plan of Merger, dated as of November 24, 2010, among Blue Acquisition Group, Inc. (“Parent”), Blue Merger Sub Inc. and Del Monte Foods Company (the “Company”) (as it may be amended or modified, the “Merger Agreement”).
Blue Acquisition Group, Inc. c/o Kohlberg Kravis Roberts & Co. L.P. 9 W. 57th St., Suite 4200 New York, New York 10019Letter Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York
This letter (the “Letter Agreement”) is to confirm our understanding regarding certain rights we have agreed to provide you in connection with the consummation of the transactions contemplated under the certain Agreement and Plan of Merger, dated as of November 24, 2010, among Blue Acquisition Group, Inc. (“Parent”), Blue Merger Sub Inc. and Del Monte Foods Company (which has since been merged with and into Del Monte Corporation (the “Corporation”)) (as it may be amended or modified, the “Merger Agreement”). For purposes of this Letter Agreement, reference is made herein to that certain Management Stockholder’s Agreement among Parent, Blue Holdings, I, L.P. and you, dated as of February 16, 2011 (the “MSA”), and all capitalized terms used but not otherwise defined in this Letter Agreement shall have the meaning ascribed to them in the MSA.
THIRD SUPPLEMENTAL INDENTURE dated as of June 22, 2011 with respect to the: INDENTURE Dated as of February 16, 2011 between BLUE MERGER SUB INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeThird Supplemental Indenture • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is entered into as of June 22, 2011 by and between Del Monte Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture referred to below.
FORM OF OPTION ROLLOVER AGREEMENTOption Rollover Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of November 24, 2010 (the “Merger Agreement”), by and among Del Monte Foods Company, a Delaware corporation (“Del Monte”), the Company and Blue Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will on the date of closing of the Merger (as defined herein) pursuant to the Merger Agreement (the “Closing Date”) merge with and into the Company (the “Merger”), with Del Monte surviving the Merger, with each stockholder of Del Monte common stock as in effect immediately prior to the Merger (such stock, “Del Monte Stock”) receiving $19.00 per share upon consummation of the Merger;
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of June 17, 2011 (the “Grant Date”), between Blue Acquisition Group, Inc. (hereinafter called the “Company”), and David J. West, an employee of the Company or of a subsidiary of the Company, hereinafter referred to as the “Grantee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the Employment Agreement, Plan or the Management Stockholder’s Agreement (each as defined below).
