SEC Info - Castle & Cooke Inc/HI - ‘DEFR14A’ on 3/30/99

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Castle & Cooke Inc/HI – ‘DEFR14A’ on 3/30/99

As of: Tuesday, 3/30/99 · Accession #: 1047469-99-12490 · File #: 1-14020

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/30/99  Castle & Cooke Inc/HI             DEFR14A                1:178K                                   Merrill Corp/New/FA

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Solicitation Material        61    280K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Business Criteria Certain Transactions Compensation Committee Interlocks and Insider Participation Compensation of Directors Compensation of Executive Officers David H. Murdock Ii. Employee Options Iii. Stock Appreciation Rights I. the Plan Iv. Restricted Stock and Stock Unit Awards Option Grants In the Last Fiscal Year Pension Plans Transactions with Other Persons or Entities Vii. Definitions Vi. Other Provisions V. Performance Awards and Stock Bonuses 1.1 Purpose 1.2 Administration and Authorization; Power and Procedure 1.3 Participation 1.4 Shares Available for Awards 1.5 Grant of Awards 1.6 Award Period 1.7 Limitations on Exercise and Vesting of Awards 1.8 Acceptance of Notes to Finance Exercise 1.9 No Transferability 2.1 Grants 2.2 Option Price 2.3 Limitations on Grant and Terms of Incentive Stock Options 2.4 Limits on 10% Holders 2.5 Waiver of Restrictions 2.6 Options and Rights in Substitution for Stock Options Granted by Other Corporations 3.1 Grants 3.2 Exercise of SARs 3.3 Payment 3.4 Limited SARs 4.1 Grants 4.2 Restrictions 4.3 Return to the Corporation 5.1 Grants of Performance Share Awards 5.2 Grants of Stock Bonuses 5.3 Deferred Payments 5.4 Special Performance-Based Share Awards 6.10 Governing Law/Construction/Severability 6.11 Captions 6.12 Non-Exclusivity of Plan 6.2 Adjustments; Acceleration 6.3 Termination of Employment; Termination of Subsidiary Status; Discretionary Provisions 6.4 Compliance With Laws 6.5 Tax Withholding 6.6 Plan Amendment, Termination and Suspension 6.7 Privileges of Stock Ownership 6.8 Effective Date of this Plan 6.9 Term of this Plan 7.1 Definitions
1	1st Page - Filing Submission
2	David H. Murdock
11	Compensation of Directors
14	Compensation of Executive Officers
15	Option Grants In the Last Fiscal Year
17	Pension Plans
21	Compensation Committee Interlocks and Insider Participation
22	Certain Transactions
23	Transactions with Other Persons or Entities
34	1.1 Purpose
"	Ii. Employee Options
"	Iv. Restricted Stock and Stock Unit Awards
"	V. Performance Awards and Stock Bonuses
36	I. the Plan
"	1.2 Administration and Authorization; Power and Procedure
37	1.3 Participation
"	1.4 Shares Available for Awards
39	1.5 Grant of Awards
"	1.6 Award Period
"	1.7 Limitations on Exercise and Vesting of Awards
40	1.8 Acceptance of Notes to Finance Exercise
"	1.9 No Transferability
41	2.1 Grants
"	2.2 Option Price
42	2.3 Limitations on Grant and Terms of Incentive Stock Options
"	2.4 Limits on 10% Holders
"	2.5 Waiver of Restrictions
43	2.6 Options and Rights in Substitution for Stock Options Granted by Other Corporations
"	Iii. Stock Appreciation Rights
"	3.1 Grants
"	3.2 Exercise of SARs
"	3.3 Payment
44	3.4 Limited SARs
"	4.1 Grants
45	4.2 Restrictions
46	4.3 Return to the Corporation
"	5.1 Grants of Performance Share Awards
"	5.2 Grants of Stock Bonuses
"	5.3 Deferred Payments
47	5.4 Special Performance-Based Share Awards
48	Vi. Other Provisions
"	6.2 Adjustments; Acceleration
50	6.3 Termination of Employment; Termination of Subsidiary Status; Discretionary Provisions
51	6.4 Compliance With Laws
"	6.5 Tax Withholding
"	6.6 Plan Amendment, Termination and Suspension
52	6.7 Privileges of Stock Ownership
"	6.8 Effective Date of this Plan
"	6.9 Term of this Plan
"	6.10 Governing Law/Construction/Severability
53	6.11 Captions
"	6.12 Non-Exclusivity of Plan
"	Vii. Definitions
"	7.1 Definitions
58	Business Criteria

DEFR14A 1st Page of 61 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

CASTLE & COOKE, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or Schedule and the date of its filing.

(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------

DEFR14A 2nd Page of 61 TOC 1st Previous Next ↓Bottom Just 2nd
CASTLE & COOKE, INC.
10900 WILSHIRE BOULEVARD
LOS ANGELES, CA 90024

------------------------

March 31, 1999

To the Stockholders of Castle & Cooke, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders of
Castle & Cooke, Inc. (the "Company") which will be held at the Hyatt Westlake
Plaza, 880 South Westlake Blvd., Westlake Village, California at 10:00 a.m. on
May 12, 1999.

This booklet includes the Notice of Annual Meeting and the Proxy Statement,
which contain information about the formal business to be acted on at the
meeting by the stockholders. The meeting will also feature a report on the
operations of your Company, followed by a question and discussion period.

As you will see from the Proxy Statement, in addition to being asked to vote
on the nominees for the Board of Directors and to approve the selection of
Arthur Andersen LLP as the Company's independent accountants and auditors for
the 1999 fiscal year, the Board of Directors is requesting that you approve the
Company's Amended and Restated 1995 Stock Option and Award Plan. The Board of
Directors believes the Plan, as amended, is in the best interests of the Company
and its stockholders, and recommends that you vote "yes" for its approval.

We hope that you will be able to attend the meeting. However, whether or not
you plan to attend in person, your vote is important, so please complete, sign,
date and return the enclosed proxy card(s) promptly. If you do attend the
meeting and wish to vote your shares personally, you may revoke your proxy.

Thank you for your continued interest in Castle & Cooke, Inc.

Sincerely yours,

[SIG]

David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

DEFR14A 3rd Page of 61 TOC 1st Previous Next ↓Bottom Just 3rd
CASTLE & COOKE, INC.
10900 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 1999

------------------------

The Annual Meeting of Stockholders of CASTLE & COOKE, INC. (the "Company")
will be held at the Hyatt Westlake Plaza, 880 South Westlake Blvd., Westlake
Village, California, at 10:00 a.m. on May 12, 1999 for the following purposes:

(1) To elect eight (8) directors of the Company, each to serve until the
next Annual Meeting of Stockholders and until his or her successor has
been duly elected and qualified;

(2) To approve the Company's Amended and Restated 1995 Stock Option and
Award Plan, which includes an increase in the number of shares available
under the Plan by 1,000,000 shares and certain other amendments to the
Plan;

(3) To approve Arthur Andersen LLP as the Company's independent public
accountants and auditors for the 1999 fiscal year; and

(4) To transact such other business as may properly come before the meeting
or any adjournments thereof.

The Board of Directors has fixed March 10, 1999 as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting. Accordingly, only stockholders of record at the close of business on
that date are entitled to vote at the Annual Meeting or any adjournments
thereof.

By Order of the Board of Directors,

[SIG]

Roberta Wieman
CORPORATE SECRETARY

March 31, 1999

IMPORTANT: IF YOU CANNOT BE PRESENT AND DESIRE TO HAVE YOUR STOCK VOTED AT THE
ANNUAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD(S) AS
SOON AS POSSIBLE AND RETURN IT (THEM) IN THE ENCLOSED PRE-ADDRESSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU RECEIVE MORE
THAN ONE PROXY CARD BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR AT
DIFFERENT ADDRESSES, EACH PROXY CARD SHOULD BE COMPLETED AND RETURNED.

DEFR14A 4th Page of 61 TOC 1st Previous Next ↓Bottom Just 4th
CASTLE & COOKE, INC.
10900 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024

------------------------

PROXY STATEMENT

---------------------

This Proxy Statement is furnished to stockholders by the Board of Directors
of Castle & Cooke, Inc. (the "Company") in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of the Company to be held
at the Hyatt Westlake Plaza, 880 South Westlake Blvd., Westlake Village,
California at 10:00 a.m. on May 12, 1999, and at any adjournments thereof. The
Company's principal executive offices are located at 10900 Wilshire Boulevard,
Los Angeles, California, and its telephone number is (310) 208-3636.

This Proxy Statement, Notice of Annual Meeting and the accompanying proxy
card(s) are being first mailed to stockholders on or about March 31, 1999. The
Company's 1998 Annual Report is being mailed to stockholders with this Proxy
Statement. The Annual Report is not to be regarded as proxy soliciting material
or as a communication by means of which any solicitation of proxies by the
Company is to be made.

GENERAL INFORMATION, VOTING RIGHTS AND PROCEDURES

The Board of Directors has fixed March 10, 1999 as the record date (the
"Record Date") for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting or any adjournments thereof. On the Record Date,
17,025,020 shares of Common Stock of the Company ("Common Stock") were
outstanding and entitled to vote at the Annual Meeting. The Common Stock is the
only class of stock of the Company that is outstanding and entitled to vote at
the Annual Meeting.

Stockholders who own shares registered in different names or at different
addresses will receive more than one proxy card. A STOCKHOLDER WHO DOES NOT PLAN
TO ATTEND THE MEETING MUST SIGN AND RETURN EACH OF THE PROXY CARDS RECEIVED TO
ENSURE THAT ALL OF THE SHARES OWNED BY SUCH STOCKHOLDER ARE REPRESENTED AT THE
ANNUAL MEETING. Each proxy card that is properly signed and returned to the
Company and not revoked will be voted in accordance with the instructions on the
card.

Any stockholder who gives a proxy has the power to revoke it at any time
before it is exercised by delivery, either in person or by mail, of a written
notice of revocation to the Corporate Secretary of the Company, by your
submission of a properly signed, later-dated proxy, or by your vote in person at
the Annual Meeting. Attendance at the Annual Meeting will not in itself
constitute revocation of the proxy.

Unless contrary instructions are given, the persons designated as proxy
holders in the accompanying proxy card(s) (or their substitutes) will vote FOR
the election of the Board of Directors' nominees, FOR the approval of the
Company's Amended and Restated 1995 Stock Option and Award Plan, FOR the
approval of Arthur Andersen LLP as the Company's independent public accountants
and auditors for the 1999 fiscal year, and in the proxy holders' discretion with
regard to any other matters (of which the Company is not now aware) that may be
properly presented at the meeting or any adjournments thereof, and all matters
incident to the conduct of the meeting.

The presence at the meeting, in person or by proxy, of a majority of the
shares of Common Stock outstanding on the Record Date will constitute a quorum.
The affirmative vote of the holders of at least a majority of the shares of
Common Stock represented in person or by proxy at the meeting and entitled to
vote at the meeting will be required with respect to the election of directors
and the approval of Arthur Andersen LLP as the Company's independent public
accountants and auditors. The affirmative vote of the

DEFR14A 5th Page of 61 TOC 1st Previous Next ↓Bottom Just 5th
holders of a majority of the shares of Common Stock outstanding on the Record
Date will be required with respect to the approval of the Amended and Restated
1995 Stock Option and Award Plan.

Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as the inspectors of election for
the meeting. Abstentions are counted as shares present at the meeting for
purposes of a quorum and have the effect of votes cast against any matter as to
which they are specified. "Broker nonvotes" mean shares that are not voted on a
particular matter by a broker because the broker indicates that it has no
authority to vote on the matter without instructions. Broker nonvotes on a
proposal will be treated as present for purposes of a quorum and will have the
effect of a vote against Proposals 2 and 3, and will have the effect of
withholding authority for the election of directors in Proposal 1.

Any unmarked proxies, including those submitted by brokers or nominees, will
be voted IN FAVOR of the proposals and nominees of the Board of Directors, as
indicated on the proxy card, except as described above for broker nonvotes.

Each share of Common Stock entitles its holder to one vote on each matter to
be voted on at the Annual Meeting. Under the Company's Articles of
Incorporation, stockholders are not entitled to cumulate their votes in the
election of directors.

The Company's Bylaws provide that nominations of candidates for election to
the Company's Board of Directors may only be made by the Board or by a
stockholder entitled to vote at the meeting of the stockholders called for the
election of directors (the "Election Meeting"). Any such stockholder who intends
to nominate a candidate for election to the Board must deliver a notice to the
Corporate Secretary of the Company not less than 30 days prior to the date of
the Election Meeting setting forth

- the name, age, business address and residence address of each such
intended nominee;

- the principal occupation or employment of each such intended nominee;

- the number of shares of capital stock of the Company beneficially owned by
each such intended nominee; and

- such other information concerning each such intended nominee as would be
required to be included, under the rules of the Securities and Exchange
Commission (the "SEC"), in a proxy statement soliciting proxies for the
election of such nominee.

To be timely, any nomination with respect to the upcoming Annual Meeting
must be delivered to the Corporate Secretary, Castle & Cooke, Inc., 10900
Wilshire Boulevard, Los Angeles, California 90024, no later than April 12, 1999.
Any notice with respect to any subsequent Election Meeting must be delivered to
the Corporate Secretary not less than 30 days prior to the date of that Election
Meeting. The Company's Bylaws provide that if the Chairman of an Election
Meeting determines that a nomination was not made in accordance with the
procedures set forth in such Bylaws, the nomination shall be void.

DEFR14A 6th Page of 61 TOC 1st Previous Next ↓Bottom Just 6th
BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS

The following table sets forth, to the best knowledge of the Company,
information as to each person who beneficially owned more than 5% of the Company
Common Stock as of March 10, 1999 unless otherwise noted.

[Enlarge/Download Table]

AMOUNT AND NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS(2)
---------------------------------------------------------- ---------------------- -------------

David H. Murdock ......................................... 4,601,993(3) 26.9%
10900 Wilshire Boulevard
Los Angeles, CA 90024

Franklin Resources, Inc. ................................. 1,782,400(4) 10.5%
777 Mariners Island Boulevard
San Mateo, CA 94404

Tweedy, Browne Company LLC ............................... 1,318,754(5) 7.7%
52 Vanderbuilt Avenue
New York, NY 10017

Ingalls & Snyder, LLC .................................... 1,217,906(6) 7.2%
61 Broadway
New York, NY 10006

Dimensional Fund Advisors, Inc. .......................... 996,033(7) 5.9%
1299 Ocean Avenue
Santa Monica, CA 90401

------------------------

(1) Unless otherwise indicated in these notes, each person has sole voting and
dispositive power with respect to the shares shown.

(2) The percentages set forth above are calculated on the basis of 17,025,020
shares of Common Stock outstanding on March 10, 1999, plus in the case of
Mr. Murdock, stock options granted to him under the Company's 1995 Stock
Option and Award Plan (the "1995 Plan") to purchase 73,667 shares, which
number includes all such options that are exercisable within 60 days
following February 28, 1999.

(3) Mr. Murdock has both voting and dispositive power over all of these shares
except for 26,956 of these shares which are beneficially owned by or for his
sons and over which Mr. Murdock has neither voting nor dispositive power.

(4) Based on a report on Schedule 13G/A filed as of January 27, 1999, by
Franklin Resources, Inc. ("Franklin") these shares are beneficially owned by
one or more open or closed-end investment companies or other managed
accounts which are advised by direct and indirect investment advisory
subsidiaries (the "Adviser Subsidiaries") of Franklin, and the applicable
advisory contracts grant to the Adviser Subsidiaries all investment and/or
voting power over such shares.

(5) Based on a report filed on Schedule 13D dated January 8, 1999, filed on
behalf of Tweedy, Brown Company LLC ("TBC"), TBK Partners, L.P. ("TBK") and
Vanderbilt Partners, L.P. ("Vanderbilt"), TBC was the beneficial owner of
1,196,454 shares ("TBC Shares"), TBK was the beneficial owner of 107,300
shares ("TBK Shares") and Vanderbilt was the owner of 15,000 shares
("Vanderbilt shares"). TBC reported having shared dispositive power over all
of the TBC Shares, and that such shares are held in the accounts of various
customers of TBC, with respect to which accounts TBC had investment
discretion, and with respect to some of which TBC had sole or shared voting
power. TBC reported having sole voting power over 1,114,174 shares held in
certain TBC accounts, and that certain members of TBC may be deemed to have
sole voting power as to certain shares as more fully set forth in the
Schedule 13D. TBK reported having sole voting and sole dispositive power
over the TBK Shares, and Vanderbilt reported having sole voting and sole
dispositive power over the Vanderbilt Shares. Each of TBC, TBK and
Vanderbilt disclaimed beneficial ownership of the shares held by the

DEFR14A 7th Page of 61 TOC 1st Previous Next ↓Bottom Just 7th
other. The aggregate number of shares with respect to which TBC, TBK and
Vanderbilt could be deemed to be the beneficial owners of as of the date of
the report is 1,318,754 shares.

(6) Based on a report on Schedule 13G/A filed as of February 9, 1999, Ingalls &
Snyder LLC had sole voting and dispositive power over 47,000 of these shares
and shared dispositive power over 1,170,906 of these shares.

(7) Based on a report on Schedule 13G filed as of February 11, 1999, Dimensional
Fund Advisors, Inc. ("DFA") reported sole voting and sole dispositive power
over these shares. DFA reported that it was an investment advisor that
furnished investment advice to four investment companies, and served as
investment manager to certain other investment vehicles, including
commingled group trusts (these investment companies and investment vehicles
being "Portfolios"). All reported securities were owned by the Portfolios,
and DFA disclaimed beneficial ownership of them.

DEFR14A 8th Page of 61 TOC 1st Previous Next ↓Bottom Just 8th
PROPOSAL 1
ELECTION OF DIRECTORS

GENERAL

The Board of Directors is currently comprised of eight (8) members. The
Board of Directors nominated the eight (8) incumbents named below for election
to the Board of Directors at the Annual Meeting until the next annual meeting of
stockholders and until their successors are duly elected and qualified.

Current members of the Board will continue to serve until the election and
qualification of directors at the Annual Meeting.

Unless authority to do so is withheld, the persons named as proxies (or
their substitutes) will vote the shares represented thereby FOR the election of
ALL the director nominees named below. If any nominee becomes unavailable or is
unable to serve as a director, which is not anticipated, the persons named as
proxies (or their substitutes) shall have full discretion and authority to vote
or refrain from voting for any other nominee in accordance with their judgment.

NOMINEES

The following brief statements contain biographical information concerning
each nominee for election as a director, including information concerning his or
her principal occupation for at least the past five years, as of February 28,
1999. Messrs. Carson, Cook, Hogan and Trailor are unaffiliated with the Company
and its subsidiaries. Each nominee's age is given as of March 31, 1999.

[Enlarge/Download Table]

YEAR ELECTED PRINCIPAL OCCUPATION, POSITIONS WITH THE COMPANY
NAME AS A DIRECTOR AGE AND SUBSIDIARIES AND OTHER INFORMATION
--------------------------------- --------------- --- ---------------------------------------------------------

David H. Murdock................. 1995 75 Chairman of the Board, Chief Executive Officer and
Director of the Company since October 1995, and of Dole
Food Company, Inc. (the Company's former parent) ("Dole")
since July 1985. Chairman of the Board, Chief Executive
Officer and Director of Castle & Cooke Homes, Inc.
(formerly a publicly-traded company that was 82% owned by
Dole) from September 1992 until January 1995. Since June
1982, Chairman of the Board and Chief Executive Officer
of Flexi-Van Leasing, Inc., a Delaware corporation
wholly-owned by Mr. Murdock. Sole owner and developer of
the Sherwood Country Club in Ventura County, California,
and numerous other real estate developments; also sole
stockholder of numerous corporations engaged in a variety
of business ventures, including the manufacture of
textile-related products, and industrial and building
products.

DEFR14A 9th Page of 61 TOC 1st Previous Next ↓Bottom Just 9th
[Enlarge/Download Table]

Patrick J. Birmingham............ 1999 61 Senior Vice President of the Company since February 1998.
President and Chief Operating Officer of Lana'i Company,
Inc. (a subsidiary of the Company conducting the resorts
business on Lana'i) since February 1998. Mr. Birmingham
retired from ITT Sheraton Corporation in October 1995.
Senior Vice President and Director of International
Development, ITT Sheraton Corporation, 1995; and Senior
Vice President and President of Europe, Africa and Middle
East Division, ITT Sheraton Corporation, 1993 to 1994.
Mr. Birmingham is also a member of the Board of Directors
of Pleasant Travel Service and the Hogan Family Trust,
Inc.

Wallace S. Miyahira.............. 1996 66 President--Hawaii Residential and Commercial Operations
of the Company and a Director since December 1996. Senior
Vice President of the Company from October 1995 to
December 1996. Senior Vice President of Castle & Cooke
Homes, Inc. from June 1993 to January 1995. Senior Vice
President of Castle & Cooke Properties, Inc. (a
subsidiary of the Company conducting real estate business
in Hawaii) from 1983 to December 1996, and President
since December 1996. President of Castle & Cooke Homes
Hawaii, Inc. (a subsidiary of the Company conducting the
residential real estate business in Hawaii) from 1984 to
March 1995 and from December 1995 to present. Mr.
Miyahira plans to retire as an employee and officer of
the Company at or around the end of June, 1999, following
which his intention is to continue to serve as a Director
of the Company.

Lynne Scott Safrit............... 1995 40 President--North American Commercial Operations of the
Company since October 1995 and Director since December
1995. President of Mega Management Company, Inc. since
December 1993, and President of Atlantic American
Properties, Inc. since August 1989, both of which are
real estate management companies wholly-owned, directly
or indirectly, by Mr. David H. Murdock. Ms. Scott Safrit
is also a member of the Board of Directors of Bank of the
Carolinas.

DEFR14A 10th Page of 61 TOC 1st Previous Next ↓Bottom Just 10th
[Enlarge/Download Table]

Edward M. Carson................. 1996 69 Retired Chairman of the Board and Chief Executive Officer
of First Interstate Bancorp. Chairman of the Board and
Chief Executive Officer of First Interstate Bancorp from
June 1990 until May 1995. Mr. Carson, who has been a
Director of the Company since 1996, is also a member of
the Board of Directors of Wells Fargo Bank, Terra
Industries, Inc., Aztar Corporation and Schuff Steel
Company.

Lodwrick M. Cook................. 1996 70 Co-Chairman of Global Grossing Ltd., an undersea fiber
optic cable company, since January 1998; Vice Chairman
and Managing Director, Pacific Capital Group, Inc., an
investment company, since September 1997; Chairman
Emeritus of ARCO, and Chairman and Chief Executive
Officer of ARCO from January 1986, retiring as CEO in
June 1994 and as Chairman in June 1995. Mr. Cook, who has
been a Director of the Company since 1996, is also a
member of the Board of Directors of Ocean Energy, Inc.
and Litex, Inc. of which he is also Chairman. He is a
member of the Advisory Committee of Aurora Capital
Partners.

Edward J. Hogan.................. 1996 71 Chairman of the Board and Chief Executive Officer of
Pleasant Travel Service and other companies engaged in
the travel industry. Mr. Hogan also served on the Board
of Directors of Castle & Cooke Homes, Inc. from April
1993 until January 1995. Mr. Hogan, who has been a
Director of the Company since 1996, is also a member of
the Board of Directors of Dollar Thrifty Automotive
Group, Inc., Loyola Marymount University and the Academy
of Travel and Tourism. He also serves as Chairman of the
Hogan Family Trust, Inc.

Dell Trailor..................... 1996 72 President and owner of Dell Trailor Construction Company,
Phoenix, Arizona, a real estate development company. Mr.
Trailor, who has been a Director of the Company since
1996, also served on the Board of Directors of Castle &
Cooke Homes, Inc. from April 1993 until January 1995.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES DESCRIBED ABOVE.

DEFR14A 11th Page of 61 TOC 1st Previous Next ↓Bottom Just 11th
COMMITTEES OF THE BOARD OF DIRECTORS

There are three standing committees of the Board of Directors of the
Company: the Executive Committee; the Audit Committee; and the Corporate
Compensation and Benefits Committee. The Board does not have a nominating
committee.

The primary purposes of the Executive Committee are (1) to exercise, during
intervals between meetings of the Board and subject to certain limitations, all
of the powers of the full Board; (2) to monitor and advise the Board on
strategic business and financial planning matters for the Company; and (3) to
deal with matters relating to the directors of the Company. The present members
of the Executive Committee are Mr. David Murdock, Mr. Lodwrick Cook and Mr.
Edward Carson. The Executive Committee did not meet during the 1998 fiscal year.

The Audit Committee is comprised entirely of directors who are not current
or former officers or employees of the Company. It is responsible for monitoring
and reviewing accounting methods adopted by the Company, internal accounting
procedures and controls and audit plans. The Audit Committee receives directly
the reports of the Company's independent public accountants and the internal
audit staff. It meets periodically with both the independent public accountants
and internal auditors to review audit results and the adequacy of the Company's
system of internal controls. The Audit Committee also recommends to the Board
the selection of the Company's independent public accountants and auditors. The
present members of the Audit Committee are Mr. Edward Carson, Mr. Edward Hogan
and Mr. Dell Trailor. The Audit Committee held four meetings during the 1998
fiscal year.

The Corporate Compensation and Benefits Committee (the "Compensation
Committee") is comprised entirely of directors who are not current or former
officers or employees of the Company. Its objective is to assure that the
officers and key management personnel of the Company are effectively compensated
with salaries, supplemental compensation and benefits that are equitable and
competitive. In addition, the Compensation Committee serves as the "named
fiduciary" (as defined in the Employee Retirement Income Security Act of 1974,
as amended) of certain employee pension and welfare benefit plans with
responsibility for the adoption, operation, administration and amendment of such
plans, and serves as the administrator of the Company's discretionary stock
award plans. The present members of the Compensation Committee are Mr. Lodwrick
Cook, Mr. Edward Hogan and Mr. Dell Trailor. The Compensation Committee held
four meetings during the 1998 fiscal year.

MEETINGS OF THE BOARD OF DIRECTORS

During the 1998 fiscal year there were six regularly scheduled meetings of
the Board of Directors. Each of the incumbent directors, during each such
person's incumbency, attended at least 75% of the aggregate number of Board
meetings and meetings of committees on which they serve.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company ("Non-Employee Directors")
are compensated for their services according to a standard arrangement
authorized by the Board of Directors. Non-Employee Directors receive an annual
retainer fee of $10,000 payable quarterly in cash and $10,000 in share credits
under the Company's Deferred Stock Compensation Plan for Non-Employee Directors
(the "DSC Plan"), a deferred compensation, stock-indexed plan payable solely in
shares of the Company's Common Stock as described below. Additional cash fees of
$1,000 are paid to each Non-Employee Director for each regularly scheduled
meeting of the Board that he or she attends, and a fee of $500 is paid for each
telephonic meeting of the Board in which the Non-Employee Director participates.
In addition, Non-Employee Director members of the Company's committees are
compensated at the rate of $1,000 for each committee meeting actually attended,
and the Non-Employee Director chairperson of a committee receives an additional
annual amount of $2,500. The reasonable expenses incurred by each Non-Employee
Director in connection with his or her duties as a director and member of a
committee, if applicable, are also reimbursed by the Company, including certain
expenses incurred by Non-Employee Directors' spouses

DEFR14A 12th Page of 61 TOC 1st Previous Next ↓Bottom Just 12th
in accompanying Non-Employee Directors to one Board meeting each year. Board
members who are officers or employees of the Company do not receive compensation
for their services as directors.

Under the DSC Plan, on June 1, 1998, each eligible director received, and
will receive on June 1 of each subsequent year during the term of the Plan,
share credits equal to the number of shares of Common Stock that $10,000 would
then buy (based on an average pricing formula). The number of units credited on
June 1, 1998 was 525.956. All share credits are fully vested when granted. Share
credits constitute bookkeeping entries that will be settled and paid in an
equivalent number of shares of Common Stock upon the director's termination of
service on the Board. A director may irrevocably elect to receive the number of
shares of Common Stock equal to his or her accrued share credits in a lump-sum
or in equal annual installments over a period of up to five years after
termination of service. However, notwithstanding installment elections, if a
director dies or the director is disabled or a change in control occurs, his or
her share credits will be paid in a lump-sum when the director's service ends.
During the period that the director's interest is represented by share credits,
a director will have no voting, dividend or other rights of a shareholder with
respect to the shares to be issued in his or her name, but will be entitled to
additional share credits representing dividend equivalents based on cash
dividends and distributions (if any) on the underlying shares (converted to
share credits based on the market value of shares on the applicable dividend or
distribution payment dates). The number of share credits and shares subject to
the DSC Plan are subject to appropriate adjustment in the event of a stock
split, recapitalization, reorganization or similar events.

For a description of a proposed consulting arrangement with a Company
director, see "Certain Transactions--Transactions with Other Persons or
Entities."

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to shares of
the Company's Common Stock beneficially owned (or deemed to be beneficially
owned) as of February 28, 1999, by the Company's directors, its Named Executive
Officers (as defined under "Compensation of Executive Officers") and by all
current directors and executive officers of the Company as a group.

[Enlarge/Download Table]

AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER(1) OWNERSHIP(2) OUTSTANDING SHARES(3)
------------------------------------------------------------------- ---------------------- -----------------------

David H. Murdock................................................... 4,601,933(4)(6) 26.9%
Edward M. Carson................................................... 2,500(5) *
Lodwrick M. Cook................................................... 1,500(5) *
Edward J. Hogan.................................................... 10,000(5) *
Dell Trailor....................................................... 27,000(5) *
Patrick J. Birmingham.............................................. 3,334(6) *
Wallace S. Miyahira................................................ 62,079(6) *
Lynne Scott Safrit................................................. 28,167(6) *
Bruce M. Freeman................................................... 32,001(6) *
Edward C. Roohan................................................... 26,334(6) *
All Directors and Executive Officers as a Group (13 persons,
including those named above)..................................... 4,836,501(6) 28.0%

------------------------

* Represents less than 1% of the class of securities.

(1) The mailing address for each of the individuals listed is Castle & Cooke,
Inc., 10900 Wilshire Boulevard, Los Angeles, California 90024.

(2) Unless otherwise indicated in these notes, each person has sole voting and
dispositive power with respect to the shares shown. Some directors and
executive officers may share the voting and dispositive power over their
shares with their spouses as community property, joint tenants or tenants in
common, and some of them may hold the shares through revocable living trusts
of which they are

DEFR14A 13th Page of 61 TOC 1st Previous Next ↓Bottom Just 13th
trustees solely for their benefit during their lifetimes or through family
trusts of which they are a trustee and under which they and immediate family
members are beneficiaries and/or trustees.

(3) The percentages set forth above are calculated within the meaning of Rule
13d-3(d)(1) under the Securities Exchange Act of 1934 on the basis of
17,025,020 shares of Common Stock outstanding on March 10, 1999, plus, where
applicable, stock options granted under the Company's stock option plans
that are exercisable within 60 days following February 28, 1999.

(4) Mr. Murdock customarily maintains revolving lines of credit in conjunction
with his various business activities, under which borrowings and security
vary from time to time, and pursuant to which he provides collateral owned
by him, including his Company securities. His reported holdings include
4,501,310 shares of Common Stock held by Flexi-Van Leasing, Inc., a
corporation wholly-owned by Mr. Murdock, and 26,956 shares of Common Stock
held by or for the benefit of Mr. Murdock's sons (over which Mr. Murdock has
neither voting nor dispositive control).

(5) In addition to these amounts, each of the individuals indicated has
1,764.461 stock units credited to his account pursuant to the DSC Plan. See
"Compensation of Directors" above.

(6) Shares reported include shares subject to non-transferable, non-voting
employee stock options. The individuals and group indicated beneficially own
the following number of shares of Common Stock that may be purchased upon
the exercise of employee stock options exercisable on February 28, 1999, or
within 60 days thereafter: Mr. Murdock, 73,667; Mr. Miyahira, 60,279; Mr.
Birmingham, 3,334; Ms. Safrit 27,667; Mr. Freeman, 27,001; Mr. Roohan,
19,334; and all directors and executive officers as a group, 249,822.

DEFR14A 14th Page of 61 TOC 1st Previous Next ↓Bottom Just 14th
COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth, as to the Chief Executive Officer and the
other four most highly-compensated executive officers of the Company (the "Named
Executive Officers"), information concerning the compensation paid by the
Company and certain related entities (including all subsidiaries) for services
in all capacities rendered to or for the benefit of the Company.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------------------------- --------------------

OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(2) ($)(3) (#)(5) ($)(6)
------------------------------ ---------- ------------- ------------- --------- --------- ---------
David H. Murdock(4) .......... 1998 437,690(1) 330,000(1) 30,000 0
Chairman & CEO 1997 421,152(1) 230,000(1) 31,000 0
1996 400,010(1) 125,000(1) 43,000 0

Bruce M. Freeman ............. 1998 250,000 247,500 20,000 4,800
Senior Vice President 1997 250,000 122,300 11,000 4,750
1996 250,000 110,000 13,000 4,500

Wallace S. Miyahira .......... 1998 325,000 150,000 25,000 4,800
President--Hawaii 1997 325,000 45,000 25,000 4,750
Residential and Commercial 1996 226,576 48,800 20,000 4,500
Operations

Patrick J. Birmingham ........ 1998 196,172 150,000 10,000 0
Senior Vice President

Edward C. Roohan ............. 1998 158,846 87,500 25,000 4,800
Vice President, Treasurer & 1997 125,000 40,000 6,000 3,125
Chief Financial Officer 1996 125,000 30,000 7,000 4,500

------------------------

(1) Amounts reported do not include cash compensation paid to Mr. Murdock by
Dole for these years.

(2) Bonus amounts shown reflect payments made in the subsequent year with
respect to performance for the identified year.

(3) Does not include perquisites which do not exceed the lesser of $50,000 or
10% of the reported annual salary plus bonus for any year.

(4) Mr. Murdock is also the Chairman and Chief Executive Officer of Dole. Mr.
Murdock also holds positions with certain business entities owned by him
that are not controlled directly or indirectly by Dole or the Company. Such
other entities pay compensation and provide fringe benefits to Mr. Murdock
for his services to them. Mr. Murdock was paid for his services to the
Company by the Company; in addition to his salary, he participated in bonus
programs with other executive officers of the Company. See "Certain
Transactions."

(5) Reported amounts include grants of options "at market" by the Company. In
connection with the Distribution, certain adjustments were made to
outstanding employee stock options (the "Dole Options") under Dole's 1982
Stock Option and Award Plan (the "1982 Dole Plan") and 1991 Stock Option and
Award Plan (the "1991 Dole Plan"). Dole Options held by persons who were
employees of the Company after the Distribution were exchanged in 1996 for
options to purchase shares of the Company's Common Stock ("Converted
Options"). Reported amounts for 1996 do not include Converted Options
granted in connection with the Distribution and reported amounts for Mr.
Murdock do not include unconverted Dole Options. The 55,595 Dole Options
held by Mr. Murdock, the only Named Executive Officer option holder who
remained an employee of Dole while also becoming an employee of the Company
after the Distribution, were not exchanged for Converted Options. The
conversion amounts for all other outstanding Dole Options that were held by

DEFR14A 15th Page of 61 TOC 1st Previous Next ↓Bottom Just 15th
employees of the Company were determined on January 5, 1996 by multiplying
the original number of Dole Option shares by 2.3597 and the original
exercise price of the Dole Options was divided by 2.3597. The conversion was
made pursuant to the anti-dilution provisions of the 1982 Dole Plan and 1991
Dole Plan. The intent of the conversion exchange adjustment was to preserve
and not to increase or decrease benefits under the outstanding option
grants. The vesting provisions (with prior service to Dole counting for
vesting purposes) and remaining duration of the Converted Options were
unchanged by the conversion.

(6) The amounts shown in this column include contributions by the Company under
the Company's tax deferred investment plans for the benefit of the
individuals listed, but do not include payments made to Mr. Murdock under
Dole's defined benefit pension plan. See "Pension Plans."

OPTION GRANTS IN THE LAST FISCAL YEAR

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INDIVIDUAL GRANTS
--------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
NUMBER OF PERCENT OF VALUE AT ASSUMED ANNUAL
SECURITIES TOTAL OPTIONS RATES OF STOCK
UNDERLYING GRANTED TO PRICE APPRECIATION
OPTIONS EMPLOYEES IN EXERCISE FOR OPTION TERMS(1)
GRANTED LAST FISCAL OR BASE EXPIRATION ---------------------------------
NAME (2)(3) YEAR PRICE/($/SH) DATE(4) 0%($) 5%($) 10%($)
------------------------------- ----------- --------------- ----------- -------------- ----------- --------- ---------

David H. Murdock............... 30,000 13.7% $ 15.063 Feb. 4, 2008 $ 0 284,068 719,851
Wallace S. Miyahira............ 25,000 11.4% $ 15.063 Feb. 4, 2008 $ 0 236,724 599,876
Edward C. Roohan............... 25,000 11.4% $ 15.063 Feb. 4, 2008 $ 0 236,724 599,876
Bruce M. Freeman............... 20,000 9.2% $ 15.063 Feb. 4, 2008 $ 0 189,379 479,901
Patrick J. Birmingham.......... 10,000 4.6% $ 15.063 Feb. 4, 2008 $ 0 84,689 239,951

------------------------

(1) The amounts under the columns labeled "5%" and "10%" are included pursuant
to certain rules promulgated by the SEC and are not intended to forecast
future appreciation, if any, in the price of the Company's Common Stock. As
set forth in note 3 below, the option grants vest over a three year period.
The reported amounts are based on the assumption that the named persons hold
the options granted for their full ten-year term. The actual value of the
options will vary in accordance with the market price of the Company's
Common Stock. The column headed "0%" is included to demonstrate that the
options were granted at fair market value and optionees will not recognize
any gain without an increase in the stock price, which increase benefits all
stockholders commensurately.

(2) Stock options were granted under the Company's 1995 Stock Option and Award
Plan (the "1995 Plan"). Options under the 1995 Plan may result in payments
following the resignation, retirement or other termination of employment
with the Company or its subsidiaries or as a result of a change in control
of the Company. Vested options under the 1995 Plan may be exercised within a
period of twelve months following a termination by reason of total
disability, death or retirement, and three months following a termination
for other reasons. The 1995 Plan permits the Compensation Committee, which
administers the 1995 Plan, to accelerate, extend or otherwise modify
benefits payable under the applicable awards in various circumstances,
including a termination of employment or change in control, or permit the
transfer of options to certain related persons or entities on a case-by-case
basis. Under the 1995 Plan, if there is a change in control of the Company
(as defined in the 1995 Plan), all options become immediately exercisable
unless the Compensation Committee otherwise determines.

(3) These Options vest in three equal annual installments on the first, second
and third anniversaries of the grant, which was made February 5, 1998.

(4) These Options were granted for a term of ten (10) years, subject to earlier
termination in certain events such as termination of employment (see note 2
above). The Company's 1995 Plan contemplates customary adjustments if a
recapitalization or reorganization event occurs.

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AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE

The following table and the notes thereto set forth for the Named Executive
Officers, information
with respect to options for the Company's Common Stock settled under the 1995
Plan during the 1998 fiscal year and the number and value of unexercised
in-the-money options for the Company's Common Stock held as of the end of fiscal
1998. The Company has not granted any SARs.

AGGREGATED OPTION EXERCISES AND
FISCAL YEAR-END OPTION VALUE (1998 FISCAL YEAR)

[Enlarge/Download Table]

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON FY-END(#) FY-END($)
EXERCISE VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME (#) ($) (#)(1) ($)(2)
------------------------------------ ----------------- ------------------- ----------------------- -----------------------

David H. Murdock.................... 0 0 39,001/64,999 68,048/34,041
Wallace S. Miyahira................. 0 0 36,946/48,332 15,834/15,832
Patrick J. Birmingham............... 0 0 0/10,000 0/0
Bruce M. Freeman.................... 0 0 12,334/31,666 20,584/10,291
Edward C. Roohan.................... 0 0 6,667/31,333 11,084/5,541

------------------------

(1) As discussed in note 5 to the Summary Compensation Table, some of these
stock options, called the Converted Options, replace options originally
granted under the 1982 Dole Plan and the 1991 Dole Plan. Under the 1995
Plan, each of these options has a term of ten years from the applicable
grant date of the option under the applicable Dole Plan, subject to earlier
termination in certain events related to termination of employment described
below. These options may result in payments following the resignation,
retirement or other termination of employment with the Company or its
subsidiaries or as a result of a change in control, recapitalization or
reorganization of the Company. Vested options under the 1995 Plan may be
exercised within a period of twelve months following a termination by reason
of total disability, death or retirement, and three months following a
termination for other reasons. Options replacing 1982 Dole Plan options may
continue to be exercised following an employee optionee's death for the
remainder of their term. The 1995 Plan permits the Compensation Committee,
which administers the Plan, to accelerate, extend and otherwise modify
benefits payable under the applicable awards in various circumstances,
including a termination of employment or a change in control. Under the 1995
Plan, if there is a change in control of the Company, all options become
immediately exercisable unless the Compensation Committee otherwise
determines.

(2) This amount represents solely the difference between the market value on the
last trading day of the 1998 fiscal year of those unexercised options which
had an exercise price below such market price (i.e., "in-the-money options")
and the respective exercise prices of such options. No assumptions or
representations regarding the "value" of such options are made or intended.

DEFR14A 17th Page of 61 TOC 1st Previous Next ↓Bottom Just 17th
PENSION PLANS

The Company maintains a non-contributory pension plan which provides
benefits, following retirement at age 65 or older with one or more years of
credited service (or age 55 with five or more years of credited service), to
certain salaried, non-union employees of the Company, including executive
officers of the Company. This plan provides a monthly pension to supplement
personal savings and Social Security benefits. The following table shows as of
January 1, 1999, the estimated annual benefits payable under the pension plan in
which the Named Executive Officers participated in 1998.

PENSION PLAN TABLE

[Enlarge/Download Table]

YEARS OF SERVICE
----------------------------------------------------------------------

REMUNERATION 10 15 20 25 30 35
---------------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
$200,000................................ $ 22,000 $ 33,000 $ 47,300 $ 61,600 $ 75,900 $ 90,200
$300,000................................ $ 33,000 $ 49,500 $ 70,950 $ 92,400 $ 113,850 $ 135,300
$400,000................................ $ 44,000 $ 66,000 $ 94,600 $ 123,200 $ 151,800 $ 180,400
$500,000................................ $ 55,000 $ 82,500 $ 118,250 $ 154,000 $ 189,750 $ 225,500
$600,000................................ $ 66,000 $ 99,000 $ 141,900 $ 184,800 $ 227,700 $ 270,600
$700,000................................ $ 77,000 $ 115,500 $ 165,550 $ 215,600 $ 265,650 $ 315,700
$800,000................................ $ 88,000 $ 132,000 $ 189,200 $ 246,400 $ 303,600 $ 360,800
$900,000................................ $ 99,000 $ 148,500 $ 212,850 $ 277,200 $ 341,550 $ 405,900
$1,000,000.............................. $ 110,000 $ 165,000 $ 236,500 $ 308,000 $ 379,500 $ 451,000

The table shows the estimated annual retirement benefits payable as straight
life annuities, assuming normal retirement at age 65, to persons in specified
final average compensation and years of service classifications. The plan has no
offsets for Social Security. The table shows amounts prior to offsets for
benefits payable from other plans. Covered compensation under the plan includes
base pay, bonus, performance incentives (if any) and severance pay.

The accrued benefit under the plan is 1.1% of final average annual
compensation multiplied by years of service, plus .33% of final average annual
compensation multiplied by years of service in excess of 15 years. Benefits
accrued as of September 30, 1992 under a prior benefit formula serve as minimum
entitlements. The ages, credited years of service and covered compensation as of
December 31, 1998 for individuals named in the Summary Compensation Table are as
follows:

[Download Table]

- Mr. Murdock................................ (age 75) 3 years $ 767,690
- Mr. Miyahira............................... (age 66) 15 years $ 475,000
- Mr. Freeman................................ (age 49) 5 years $ 497,500
- Mr. Roohan................................. (age 35) 5 years $ 246,346

Employees of Lana'i Company, Inc., a subsidiary of the Company, do not now
accrue pension benefits under the plan. In lieu of this, such employees receive
supplemental contributions to their respective 401(k) plan accounts equal to two
percent (2%) of their respective annual base salary and bonus payments, subject
to limitations imposed by the Internal Revenue Code as described below. Mr.
Birmingham, who is an employee of Lana'i Company, Inc., will be eligible to
participate in the 401(k) plan in 1999. Effective January 1, 1996, Mr. Murdock
became eligible to participate in the Company's non-contributory pension and
supplemental pension benefit plan(s) which, because of Mr. Murdock's age, will
provide pension benefits to him in 1999 of approximately $15,500. Mr. Murdock's
benefits under the Company plans are based on his service with the Company
following the Distribution.

The Internal Revenue Code places an annual maximum limit of $130,000 (at
December 31, 1998) on the benefits available to an individual under pension
plans. Furthermore, the Internal Revenue Code places an annual maximum limit of
$160,000 (at December 31, 1998) on compensation which may be considered in
determining a participant's benefit under qualified retirement programs. If an
individual's

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benefit under the plans exceeds the $130,000 limit or compensation exceeds the
$160,000 limit, the excess will be paid by the Company from an unfunded excess
and supplemental benefit plan.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS
PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING COMPENSATION COMMITTEE
REPORT AND THE FOLLOWING PERFORMANCE GRAPH SHALL NOT BE INCORPORATED BY
REFERENCE, EXCEPT TO THE EXTENT THE COMPANY EXPRESSLY INCORPORATES SUCH REPORT
OR GRAPH. THE REPORT AND GRAPH SHALL NOT BE DEEMED SOLICITING MATERIAL OR
OTHERWISE DEEMED FILED UNDER EITHER OF SUCH ACTS.

CORPORATE COMPENSATION AND BENEFITS COMMITTEE REPORT TO STOCKHOLDERS

COMPENSATION PHILOSOPHY

The Company's compensation philosophy is to: a) closely relate the
compensation of the Company's executive officers to measures of Company
performance that contribute to increased value for the Company's stockholders;
and b) provide a total pay package sufficiently competitive to attract and
retain quality executives.

GOALS

To assure that compensation policies appropriately consider the value the
Company creates for stockholders, the Company's compensation philosophy for
executive officers takes into account the following goals:

- Executive officer compensation must be focused on enhancing stockholder
value;

- Compensation must reflect a competitive and performance-oriented
environment that motivates executive officers to achieve a high level of
individual, business unit and corporate results in the business
environment in which they operate;

- Incentive-based compensation should be related to the performance of each
executive officer against financial and strategic performance goals that
contribute to value creation; and

- The Company's compensation policies must enable the Company to attract and
retain top quality management.

The Compensation Committee periodically reviews the components of
compensation for the Company's executive officers on the basis of this
philosophy. Further, as the situation warrants, the Company also retains the
services of a qualified executive compensation consulting firm to provide
recommendations to the Compensation Committee to enhance the linkage of
executive officer compensation to the above goals and to obtain information as
to how the Company's compensation of executive officers compares with peer
companies.

EXECUTIVE COMPENSATION COMPONENTS

The major components of compensation for executive officers are base salary,
annual bonuses and stock option grants. The Company periodically evaluates the
competitiveness of its executive compensation program relative to comparable
publicly-traded companies.

A group of 16 real estate development companies (the "peer group") was used
to review compensation for the Company's Named Executive Officers. The peer
group was identified by the Company's executive compensation consulting firm
through a comparability screening process that considered such variables as
total assets, revenue size, and product line diversity. Broader published
surveys of real estate development and hotel operations companies, as well as
the real estate industry in general, are used to evaluate the competitiveness of
total compensation for other Company executives.

The aggregate pay package for executive officers of the Company, consisting
of salary, annual bonus and long-term incentives, principally in the form of
stock options, generally was structured to approximate

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the 50th to 75th percentile of the Company's peer group based on an analysis
conducted by the Company's executive compensation consultant in 1998.

Each component of the total executive compensation package emphasizes a
different aspect of the Company's compensation philosophy:

- BASE SALARY. Base salaries for executive officers (other than the Chairman
and CEO whose salary is discussed below) are initially set upon hiring by
the Chairman and CEO (subject to periodic review by the Compensation
Committee) based on recruiting requirements (i.e., market demand),
competitive pay practices, individual experience and breadth of knowledge,
internal equity considerations, and other objective and subjective
factors.

Increases to base salary are made by or upon the recommendation of the
Chairman and CEO and are determined primarily on an evaluation of
competitive data and the individual's performance and contribution to the
Company. Salary reviews for senior executives typically occur at intervals
greater than twelve months.

- ANNUAL INCENTIVES. The Company relies to a large degree on annual
incentive compensation to attract, retain and reward executive officers of
outstanding abilities and to motivate them to perform to the full extent
of these abilities.

Executive officers are eligible for annual cash bonuses under an executive
annual incentive plan. These annual cash bonuses are determined after
evaluating business and individual results, with reference to a formulaic
model and other criteria. Under the formulaic model, target bonus
opportunities for executive officers other than the Chairman and CEO,
range from 20% to 50% of base salary (75% in the case of the Chairman and
CEO) and maximum bonus opportunities are twice those amounts. Actual
bonuses depend on the Company's performance relative to performance
targets set in the first quarter for the applicable year. Specific target
percentages for each individual are determined on the basis of competitive
bonus levels (as a percent of salary), level of responsibility, ability to
influence results on a corporate or business unit level, and, on occasion,
subjective factors.

In 1998, the formula bonus opportunity for executive officers was based
upon a weighted average of earnings before taxes ("EBT") at the
consolidated level (in the case of the Chairman and CEO and four other
persons) or upon earnings before taxes ("EBT") at the business unit level
(in the case of other officers). Bonuses are payable if the specified
minimum level of performance is realized and are increased to maximum
levels only if substantially higher performance levels are attained. In
accordance with Company policy, whether or not specified performance
criteria are achieved, the Compensation Committee has the discretion to
authorize bonuses above or below the formula determined amounts.

In 1998, all business units exceeded their targeted performance levels.
However, due to economic conditions and overall slow growth in one
business unit, adjustments were made to one executive's 1998 bonus. Based
upon 1998 results, the executive officers with these units received from
92% to 198% of their target award level, based principally on the
formulaic model. The Chairman and CEO and four other persons received
bonuses from 100% to 152% of their target award level, based upon a
weighted average of EBT at the consolidated level.

- LONG-TERM INCENTIVES. The only existing long-term incentive opportunity
for senior executives is the Company's stock option and award plan, which
was approved by the Board of Directors and stockholders prior to the
separation from Dole. In contrast to bonuses that are paid for prior year
accomplishments, stock option grants represent incentives tied to future
stock appreciation. They are intended to provide executives and managers
with a direct incentive to enhance the value of the Common Stock.

Options are granted at the discretion of the Compensation Committee (based
substantially on recommendations of the Chairman and CEO as to grants for
other officers) to persons holding key

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management positions above a specified salary level. Management and the
Compensation Committee review information on option levels of other
companies provided by the compensation consultants to assure that the
Company's practices are within an acceptable range of competitive pay
practices.

Options were granted at the fair market value of the Common Stock on
February 5, 1998. Options vest over a three-year period, with a maximum
term of ten years. The specific number of option shares in each grant was
generally based on a multiple of base salary, divided by the fair market
value of the stock at the date of grant. In general, the multiples for
executive officers (which ranged from 106% to 301%) increased with the
level of responsibility and the perceived impact of each position on the
strategic direction of the Company. The Chairman's recommendations for
individual option grant decisions reflected his assessment of the effect
of promotions, individual performance, and other factors. An individual's
outstanding stock options and current stock ownership generally were not
considered in making stock option awards.

When combined with salary and target bonuses, the 1998 grants projected
total compensation at approximately the 50th to the 75th percentile of the
peer group companies.

The Compensation Committee conducts an annual review of option grant
recommendations based on competitive data and other factors.

CEO COMPENSATION

The Compensation Committee followed the same general compensation policy
described above for all other executives to determine Mr. Murdock's 1998
compensation.

Under the formula provisions of the executive annual incentive plan, Mr.
Murdock was eligible for an annual bonus for 1998 of 75% to 114% of base salary
if the performance of the Company met or exceeded threshold levels established
at the beginning of the year. The 1998 results exceeded the applicable threshold
and the Committee awarded Mr. Murdock a bonus, in accordance with the formula,
of $330,000 or 75% of base salary.

Mr. Murdock's base salary was approved by the Compensation Committee in
February 1998. In connection with its 1998 bonus determinations and salary
review in February 1999, the Compensation Committee reviewed survey data
prepared by the Company's compensation consultant on base salary and total cash
compensation for the chairman and chief executive officer positions of the
Company's peer group, as well as the aggregate compensation of the top two
executive officers of those companies. The compensation consultant presented its
findings regarding a competitive range of base salary and bonus for the Chairman
and Chief Executive Officer. As a result of this review, the Compensation
Committee concluded that Mr. Murdock's current base salary of $440,000 and his
total cash compensation opportunity, including salary and bonus, are slightly
above median competitive levels for chairmen and chief executive officers.
Following this review, the Compensation Committee did not change Mr. Murdock's
salary. The Compensation Committee believes that his salary, target bonus and
stock option award in 1999 will place him within the 50(th) to 75(th) percentile
of the peer group companies.

Acting on the recommendation of the Company's compensation consultant, in
February 1998, the Compensation Committee approved a stock option grant for Mr.
Murdock in the amount of 30,000 options. This grant, which was made at fair
market value on the date of grant and vests over three years, reflects a salary
multiple of 106% (which was at the 75th percentile of annual stock option grants
for CEOs within the real estate development peer group used by the consultant).
The Compensation Committee conducts an annual review of option grant
recommendations for the CEO along with its annual review of other option grant
recommendations.

In making its compensation decisions, the Compensation Committee took into
account, among other things, Mr. Murdock's leadership in certain sales
transactions, in negotiating the Company's long term debt agreement and
improving the operations on Lana'i through management changes and strategic
marketing

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alliances. The Compensation Committee also took into account the fact that Mr.
Murdock also serves as Chairman and Chief Executive Officer of Dole.

SECTION 162(m) CONSIDERATIONS

The Section 162(m) Rules impose limits on the tax deductibility of
compensation in excess of $1 million in any year for certain executive officers,
except for "performance-based compensation." No covered executive's compensation
for these purposes exceeded $1 million for 1998. Although stock option grants
and performance-based bonuses are generally considered performance-based,
options granted after May 21, 1997, have not been considered performance based
under the Section 162(m) Rules. If the Amended and Restated 1995 Stock Option
and Award Plan is approved by shareholders, the Compensation Committee plans to
structure future options and other performance-based or incentive compensation
awards to executive officers under the Plan to avoid limits on deductibility.
Although the Compensation Committee considers the Section 162(m) Rules one of
the factors it reviews with respect to compensation matters, changes in the tax
laws or interpretations, other priorities, special circumstances or the
uncertain application of the Section 162(m) Rules may result in or warrant
exceptions.

THE CORPORATE COMPENSATION AND
BENEFITS COMMITTEE

Lodwrick M. Cook, Chairman
Edward J. Hogan, Director
Dell Trailor, Director

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In the third quarter of 1998, the Company received an offer from Pleasant
Holidays, a company controlled by Mr. Edward Hogan, a director of the Company
and member of the Compensation Committee, to purchase from the Company for
$334,541 in cash an approximately 5.4 acre parcel of undeveloped land located in
the Company's Stockdale Industrial Park in Bakersfield for use in connection
with its business. The Audit Committee (with Mr. Hogan excused and not present)
reviewed the material terms of the proposed transaction and relevant market
information concerning the value of the property and determined that the price
and terms of the proposed transaction were fair to the Company and at least as
favorable as those that might be obtained from other parties. Based on this
determination and the Audit Committee members' recommendation to the full Board,
the sale was approved by the Board (with Mr. Hogan abstaining and Mr. Birmingham
not then being on the Company's Board of Directors). The sale closed in the
fourth quarter of 1998.

In 1998, Mr. Patrick Birmingham, an executive officer of the Company, served
as a director of Pleasant Travel Service, one of whose executive officers, Mr.
Edward Hogan, served on the Compensation Committee and as a director of the
Company.

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PERFORMANCE GRAPH

The Company became a public company as a result of the Distribution. The
following graph compares the cumulative total return to the stockholders of the
Company's Common Stock from December 31, 1995 to December 31, 1998, with the
cumulative total return on the Standard & Poor's 500 Index of widely held common
stocks (the "S&P 500 Index") and a group of peer issuers (the "Peer Group"). The
Peer Group was selected on the basis of being in the same line or lines of
business as the Company. The following companies are the members of the Peer
Group: The Rouse Company; Catellus Development Corporation; Pulte Corporation;
Toll Brothers, Inc.; Lennar Corporation; Forest City Enterprises, Inc.; Newhall
Land & Farming Company; Kaufman & Broad Home Corporation; Avatar Holdings, Inc.;
Del Webb Corporation; Standard-Pacific Corp.; Ryland Group, Inc.; Schuler Homes,
Inc.; Beazer Homes USA, Inc.; Hovnanian Enterprises, Inc.; and Presley
Companies.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

[Download Table]

CASTLE & COOKE, INC. S & P 500 PEER GROUP INDEX

12/31/95 $100 $100 $100
12/31/96 $95 $123 $114
12/31/97 $101 $164 $201
12/31/98 $88 $211 $187

------------------------

Assumes $100 invested on December 31, 1995 in Castle & Cooke, Inc. Common Stock,
the S&P 500 Index and an index comprised of members of the Peer Group (weighted
according to each member's market capitalization). The total returns represent
stock price changes plus the reinvestment of dividends.

CERTAIN TRANSACTIONS

The transactions described below in which Mr. Murdock or his affiliates or
Dole had an interest during 1998 were reviewed and determined to be fair and
reasonable and in the Company's interest by the Audit Committee of the Board of
Directors of the Company.

TRANSACTIONS WITH OR INVOLVING DOLE

David H. Murdock is Chairman and CEO of the Company and of Dole, and as of
March 15, 1999, beneficially owned approximately 20.7% of the outstanding common
stock of Dole.

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In connection with the Distribution, the Company and Dole entered into
various agreements to define ongoing relationships, including, without
limitation, an Allocation Agreement, an Aircraft Co-Ownership Agreement and a
Trademark License Agreement. In 1998, pursuant to the Allocation Agreement, the
Company provided services to Dole totaling approximately $113,000, and Dole
provided services to the Company totaling approximately $182,000. In 1997, the
Company received a general excise tax refund of approximately $777,000 from the
State of Hawaii which, pursuant to the Allocation Agreement, the Company paid to
Dole in the first quarter of 1998. In addition, the Company charged Dole rent of
approximately $621,000 in 1998 for Dole's use of office space in buildings owned
by the Company in Bakersfield, California and Honolulu, Hawaii, and for the
lease of agricultural land on Oahu, Hawaii. During 1998, the Company purchased
in the ordinary course of business approximately $229,000 of products from Dole
for the Company's Lana'i resorts and Oahu retail operation. In 1998, pursuant to
the Trademark License Agreement, Dole charged Castle approximately $27,000. Also
during 1998, Dole paid Castle approximately $156,000 for room and related hotel
charges for the Lana'i hotels in connection with various meetings and functions
and an incentive program run by Dole involving its sales brokers.

In connection with the Distribution, the Company received a 50% undivided
interest in a corporate aircraft that was owned by Dole. Dole retained the other
50% undivided interest in the aircraft. Under the Aircraft Co-Ownership
Agreement, the Company and Dole agreed that each party would be responsible for
the direct costs associated with its use of the aircraft, and that all indirect
costs would be equally shared. The Company's share of the costs for 1998 was
approximately $641,000 and Dole's share of the costs for 1998 was approximately
$880,000. Dole generally pays the costs and the Company reimburses Dole for the
Company's share on an ongoing basis.

In connection with the Distribution, and as partial consideration for Dole's
real estate and resorts business, the Company issued to Dole a $10 million Term
Note, payable on December 8, 2000 which bears interest at the rate of 7% per
annum, payable quarterly. Interest accrued and paid by the Company on the Term
Note for 1998 was $700,000.

In 1998, the Company sold to a third party bank (the "Bank") an
approximately 10 acre parcel of undeveloped land in Westlake Village, California
(the "Westlake Land") for approximately $5,249,000. The Westlake Land was part
of an approximately thirty-acre parcel of land (the "Lindero Property") owned by
the Company. The Bank is constructing a corporate headquarters building for Dole
on the Westlake Land. The sales price for the Westlake Land was negotiated by
senior officers of the Company making use of appraisals done by independent
third parties.

The Company incurred development costs of $2,668,985 related to the Westlake
Land ("Headquarters Development Costs") and, prior to the sale of the Westlake
Land to the Bank, Dole incurred development costs that benefited the entire
Lindero Property ("Lindero Property Development Costs"). In January 1999, Dole
paid Castle $2,048,442, which was the net amount of (i) rent payable to Castle
of $232,631 for use of the Westlake Land in 1998 prior to its sale to the Bank,
plus (ii) the Headquarters Development Costs, less (iii) $853,174, which was
Castle's share of the Lindero Property Development Costs.

In September 1998, an unrelated party (the "intermediary") retained by the
Company to facilitate a tax deferred like kind property exchange, acquired an
undeveloped 10 acre parcel owned by Dole and located in North Carolina (the
"North Carolina Property"). Dole purchased the North Carolina Property from an
unrelated party in January 1998 for approximately $2,763,000. The price paid to
Dole by the intermediary (utilizing funds from the sale of the Westlake Land in
order to accomplish the like kind exchange) was $3,057,000, which amount was
determined by senior officers of the Company and represented the cost of the
North Carolina Property to Dole, plus a return of 7%.

TRANSACTIONS WITH OTHER PERSONS OR ENTITIES

For a description of a transaction involving a company controlled by Mr.
Edward Hogan, a director of the Company who also serves as a member of the
Company's Compensation Committee, see "Compensation Committee Interlocks and
Insider Participation."

DEFR14A 24th Page of 61 TOC 1st Previous Next ↓Bottom Just 24th
In December 1998, Mr. Bruce Freeman, an executive officer of the Company,
made an offer to purchase an approximately 7,500 square foot homesite lot in the
Company's Seven Oaks development in Bakersfield. The price offered was the
listed price of $65,000. This had been the listed price since April 1998, and
the property had been on the market for approximately one year with no other
offers received. Mr. Freeman proposes to purchase the lot for the construction
of his residence. The Company intends to submit this proposed transaction to its
Audit Committee for a determination as to its fairness, including the price,
prior to closing the transaction.

David H. Murdock, the Company's Chairman and Chief Executive Officer, owns a
real estate management company, which is managed by Ms. Lynne Scott Safrit, a
director and executive officer of the Company. Ms. Safrit is compensated by
Castle for her services to Castle, and by the real estate management company for
her services to it. The real estate management company provides certain support
services to the Company which are charged to the Company, and the Company
provides certain management services and office accommodations to the real
estate management company which are charged to the real estate management
company. Mr. Murdock also paid the Company and Dole, as co-owners of the
aircraft which is the subject of the Aircraft Co-Ownership Agreement described
above, a total of $250,448 representing the incremental cost to the Company and
Dole for Mr. Murdock's personal use of the aircraft during 1998. This payment
was shared equally by the Company and Dole.

In 1998, the Company purchased $142,536 of construction products in the
ordinary course of business directly or indirectly from companies wholly-owned
by Mr. Murdock. These purchases were made at prices no less favorable than those
charged to third parties.

Mr. Wallace Miyahira, a director and executive officer of the Company, plans
to retire at or around the end of June, 1999, and intends to continue to serve
as a director following his retirement. The Company expects to enter into a
Consulting Agreement with Mr. Miyahira that would commence following his
retirement. The material terms of this Consulting Agreement are expected to
include the following:

- a term through the end of 1999, which could be extended on a month to
month basis by mutual agreement of the parties;

- compensation of $14,000 per month, for which Mr. Miyahira would be
expected to provide an average of approximately 90 hours of service per
month during the term;

- reimbursement of expenses of attending Board meetings.

Mr. Miyahira would not receive any other compensation for his services as a
Non-Employee Director of the Company. Either party could terminate the
Consulting Agreement upon two weeks notice.

PROPOSAL 2
APPROVAL OF THE COMPANY'S AMENDED AND
RESTATED 1995 STOCK OPTION AND AWARD PLAN

Since the Distribution, the 1995 Stock Option and Award Plan (the "1995
Plan") has provided long-term, stock-based incentives and awards ("Awards") to
selected key employees (including executive officers) who are in a position to
contribute to the success and growth of the Company and its subsidiaries. As of
March 31, 1999, approximately 18,500 shares (plus shares which could become
available if Awards outstanding on that date should fail to vest or be
exercised) remain available for additional options and other Awards under the
1995 Plan.

On February 9, 1999, the Board of Directors adopted, subject to stockholder
approval, the Amended and Restated 1995 Stock Option and Award Plan (the
"Restated Plan"). The purpose of the Restated Plan remains to promote the
success of the Company and its stockholders by providing a means to attract and
retain employees (including officers whether or not also directors) by providing
them long-term incentives to improve the financial performance of the Company.

DEFR14A 25th Page of 61 TOC 1st Previous Next ↓Bottom Just 25th
SUMMARY OF THE RESTATED PLAN

The 1995 Plan is proposed to be amended to: increase by 1,000,000 shares the
number of shares available under the Plan; change the eligibility criteria to
include all employees; eliminate the six-month limitation on vesting in a Change
in Control or otherwise; permit the grant of stock units; eliminate option
repricing without shareholder approval; impose limits on restricted stock
grants; and permit cash awards based on defined performance goals. In addition,
various editorial and technical refinements have been made. The amended
provisions of the Restated Plan may, in the Committee's discretion, and the
additional restrictions on repricing will be applied to outstanding Awards.

The provisions of the Restated Plan, including a description of the types of
Awards that may be granted under the Restated Plan, are summarized below. All
capitalized terms not otherwise defined in this summary are as defined in the
Restated Plan. This summary is qualified in its entirety by reference to the
complete text of the Restated Plan, which can be viewed on the SEC's website at
HTTP://WWW.SEC.GOV and may be obtained from the Company without charge by
calling the Corporate Secretary's Office at (310) 208-3636 or writing to the
Corporate Secretary, Castle & Cooke, Inc., 10900 Wilshire Boulevard, Suite 1600,
Los Angeles, CA 90024.

ADMINISTRATION. The Restated Plan will continue to be administered by the
Corporate Compensation and Benefits Committee (sometimes, the "Compensation
Committee" or "Committee") consisting of two or more members of the Board of
Directors, each of whom is a Disinterested Director as defined in the Restated
Plan.

GRANTS OF AWARDS. The Compensation Committee may grant one or more Awards
to any officer or employee of the Company or any of its Subsidiaries. The
aggregate limit on shares subject to grants of options and SARs that are granted
and other share-based awards that are made in any calendar year, individually or
in the aggregate, will be 300,000 shares to any individual (including no more
than 250,000 options and SARs and no more than 250,000 Other Performance Based
Awards). All officers and employees (approximately 1,675 persons as of December
31, 1998) and any director who becomes a consultant or advisor to the Company
are eligible to participate under the Restated Plan, of which 34 persons have
outstanding options.

SHARES THAT MAY BE ISSUED UNDER THE RESTATED PLAN. As of March 15, 1999, a
maximum of 2,000,000 shares of Common Stock (subject to adjustment) may be
issued upon the exercise of Options or SARs, pursuant to Restricted Stock and
Stock Unit Awards, or in connection with Performance Share Awards. This amount
consists of the 1,000,000 shares initially authorized under the 1995 Plan and an
additional 1,000,000 under the Restated Plan. As is customary in incentive plans
of this nature, the number and kind of shares available under the 1995 Plan and
outstanding Awards (as well as pricing and performance provisions of such
Awards) are subject to adjustment in the event of a merger, sale of assets, or
other reorganization, consolidation, recapitalization, stock split, stock
dividend, or other similar event, or a dividend or distribution of property to
the stockholders which affects the value of the Common Stock. Shares relating to
Awards that are not exercised, including those that may expire or be cancelled,
will again become available for grant purposes under the Restated Plan.

The 2,000,000 maximum number of shares available under the Restated Plan
represents approximately 11.7% of the Common Stock issued and outstanding on
March 15, 1999. Upon receipt of stockholder approval, the Company plans to
register under the Securities Act of 1933, the additional shares available under
the Plan.

STOCK OPTIONS. An Option is the right to purchase shares of Common Stock at
a future date at a specified price ("Option price"). The Option price is the
Fair Market Value on the date of grant or such lesser amount as may be
determined by the Compensation Committee. The Compensation Committee has to date
not granted any "below market" options, nor has it repriced any options.
Repriced options are options amended, or contemporaneously replaced by options,
with a lower exercise price than on the initial grant date.

DEFR14A 26th Page of 61 TOC 1st Previous Next ↓Bottom Just 26th
An Option may either be an incentive stock option ("ISO"), as defined in the
Internal Revenue Code of 1986, as amended (the "Code"), or a non-qualified stock
option ("NQSO"). An ISO may not be granted to a person who owns more than 10% of
the total combined voting power of all classes of stock of the Company and its
subsidiaries unless the Option price is at least 110% of the fair market value
of shares of Common Stock subject to the Option and such Option by its terms is
not exercisable after the expiration of five years from the date such Option is
granted. The aggregate fair market value of shares of Common Stock (determined
at the time the Option is granted) for which ISOs may be first exercisable by an
Option holder during any calendar year under the Restated Plan or any other plan
of the Company or its subsidiaries may not exceed $100,000. A non-qualified
stock option is not subject to any of these limitations.

Options are not transferable by an Option holder other than by will or the
laws of descent and distribution and are exercisable, during his or her
lifetime, only by the Option holder, except as may be permitted by conditions
and procedures established by the Compensation Committee under which exercise by
and transfers and payments to certain related persons would be permitted, to the
extent permitted by law. Full payment for shares purchased on the exercise of
any Option must be made at the time of such exercise in cash, in shares of
Common Stock having a fair market value equal to the Option price (to the extent
permitted by the Compensation Committee), or any combination of cash and shares.
The Compensation Committee typically requires that any shares so used must have
been owned at least six months before the exercise event.

The Restated Plan allows the Committee to authorize acceptance of one or
more promissory notes from any Eligible Person (including an officer or
director) to finance or facilitate the exercise or receipt of Awards or the
purchase of shares. The principal of the note must not exceed the exercise or
purchase price and applicable withholding taxes. The note must be full recourse
and, to the extent required by the Committee or by applicable law, secured by
the stock purchased. The note(s) may include favorable (below market) terms as
to interest rates or other provisions; however, the interest rate cannot be less
than the interest rate necessary to avoid the imputation of interest under the
Code. The term of any note under the Restated Plan may not exceed 10 years. The
unpaid princial balance of the note will become due and payable no later than
the 10(th) business day after termination of employment or service, with limited
exception.

Subject to early termination or acceleration provisions (which are
summarized below), an Option is exercisable, in whole or in part, from the date
specified in the related Award Agreement until the expiration date determined by
the Compensation Committee. The maximum term of an Option is 10 years after its
date of grant.

STOCK APPRECIATION RIGHTS. In its discretion, the Compensation Committee
may grant an SAR concurrently with or related to the grant of an Option or other
Award or independently of another Award. An SAR typically is the right to
receive, upon exercise, payment of an amount per share equal to the excess of
the fair market value of the Common Stock on the date of exercise over the base
or exercise price of the SAR. The terms of SARs are set by the Committee and may
provide that they are exercisable only during specified circumstances in or
related to a Change in Control or other extraordinary corporate transaction.

The Compensation Committee, in its discretion, may provide for payment by
the Company upon exercise of an SAR to be made solely in shares of Common Stock
(valued at fair market value at date of exercise), in cash, or in a combination
of Common Stock and cash. The Committee may let the participant elect cash or
shares. Upon exercise of an SAR, the underlying shares are charged against the
available share authority under the Restated Plan.

RESTRICTED STOCK AND STOCK UNIT AWARDS. A Restricted Stock Award is an
Award typically for a fixed number of shares of Common Stock which are subject
to restrictions ("Restricted Stock"). The Committee specifies the price, if any,
or services the recipient must provide for the shares of Restricted Stock, the
conditions on vesting (which may include, among others, the passage of time,
continued service, or specified performance objectives or a combination) and any
other restrictions (for example, restrictions on transfer) imposed on the
shares. A Restricted Stock Award typically confers voting but not necessarily
any

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dividend rights prior to vesting. The Restated Plan was amended to limit the
total number of shares of Restricted Stock that may be issued to no more than
200,000 shares, which is 10% of the total number of authorized shares under the
Restated Plan. To date, no Restricted Stock Awards have been made under the 1995
Plan or the Restated Plan.

A Stock Unit represents a bookkeeping entry which serves as a unit of
measurement relative to a share of Common Stock for purposes of determining the
payment, in Common Stock or cash, of a stock-related deferred benefit or right
under the Restated Plan. A restricted or other Stock Unit typically will be
payable only in the equivalent number of shares of Common Stock and can accrue
dividend equivalent rights in cash or additional shares. Stock Unit Awards may
be either restricted as to vesting or fully vested at the time of grant (such as
when granted in lieu of cash compensation or option gains deferred). The
Committee may authorize for the benefit of any Eligible Person the deferral of
any payment of cash or shares that may become due or payable under the Restated
Plan, by and through Stock Units and dividend or other accretions thereon, or
otherwise, under and in accordance with the specific terms of a non-qualified
deferred compensation plan or other program sponsored by the Company. The
Committee also may impose additional conditions, restrictions, or requirements
on such deferrals.

PERFORMANCE SHARE AWARDS. A Performance Share Award entitles a participant
to receive payments if certain objectives set forth in the related Award
Agreement are met over a performance measurement period specified in the Award
Agreement, but not more than 10 years. The Compensation Committee determines the
officers or employees to be granted Awards of Performance Shares, the time of
such grants, the length of the performance measurement period, and the
performance objectives (based upon such person's and/or the Company's
performance) to be met.

A participant may receive payment of all, part or none of his or her
Performance Shares depending upon whether the performance objective established
by the Compensation Committee in granting the Performance Share Award are met.
Payments for Performance Shares are made as soon as practical after the end of
the performance measurement period. These Awards may be paid in cash or in
shares of Common Stock or in a combination of Common Stock and cash, all as
determined by the Compensation Committee. If a Performance Share Award is paid
in shares of Common Stock or cash, the number of shares of Common Stock subject
to the Award is charged against the maximum amount of Common Stock that may be
issued under the Restated Plan. The Compensation Committee may provide for full
or partial credit of an Award prior to completion of the performance cycle or
the attainment of the performance goal specified in the Award upon the
participant's death, retirement, disability, a Change in Control Event (as
defined in the Restated Plan) or such other circumstances as the Compensation
Committee may determine.

PERFORMANCE-BASED AWARDS UNDER THE 162(m) REGULATIONS: Without limiting the
generalizations above, and in addition to Awards under other provisions of the
Restated Plan, the Compensation Committee may grant other performance-based
awards within the meaning of Section 162 (m) of the Code and applicable
regulations ("Other Performance-Based Awards").

ELIGIBLE CLASS. Only officers are eligible for Other Performance-Based
Awards.

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BUSINESS AND PERFORMANCE CRITERIA. These awards must be based on the
performance of the Company or its operating units pursuant to one or more of
a combination of the following business criteria as defined in the Restated
Plan and as set forth in Exhibit A to this Proxy Statement:

[Download Table]

- Total Stockholder Return - Cost Reduction
- Net Income - Earnings Per Share
- Return On Average Common - Earnings Before Taxes
Equity - Return on Average Assets
- EBT-ROI - Net Income ROI
- Net Cash Flow - Stock Appreciation
- Funds From Operations - Occupancy Gains
- EBITDA - Overall Square Footage Growth
- Entitlement Gains

PAYMENTS. Other Performance-Based Awards are earned and payable only if
performance reaches specific, preestablished performance goals approved by
the Compensation Committee in advance of applicable deadlines under the Code
and while the performance relating to the goals remains substantially
uncertain. The applicable performance measurement period may be not less
than one nor more than 10 years. Performance goals, to the extent permitted
by Section 162(m) of the Code, may be adjusted to mitigate the unbudgeted
impact of material, unusual or nonrecurring gains and losses, accounting
changes or other extraordinary events not foreseen at the time the goals
were set, as specified in the Award Agreement.

AWARD LIMITS. Grants of Other Performance-Based Awards in any fiscal
year to any participant may relate to more than 300,000 shares or $3.75
million in respect of any one fiscal year, if payable only in cash. Before
any Other Performance-Based Award is paid, the Compensation Committee must
certify that the material terms of the Other Performance-Based Awards were
satisfied. The Compensation Committee will have discretion to determine the
restrictions or other limitations of the individual Awards.

STOCK BONUSES. The Compensation Committee may grant a stock bonus to any
eligible person to reward exceptional or special services, contributions or
achievements in the manner and on such terms and conditions (including any
restrictions on the shares) as determined from time to time by the Compensation
Committee. The number of shares so awarded shall be determined by the
Compensation Committee. These stock grants may be independent of, or in lieu of,
a cash bonus. When granted in lieu of awards otherwise payable in cash, the
value of the shares will typically be their fair market value (discounted, if
appropriate, to reflect any restrictions on the shares). (Options or other
awards also may be granted in lieu of cash bonuses.) Stock bonuses may be
structured as Performance Share Awards or Other Performance-Based Awards.

DIVIDEND EQUIVALENTS. Any deferred stock-related incentive Award under the
Restated Plan may include dividend equivalent credits based on dividends paid on
the underlying shares and payable in cash or additional shares as the Committee
may provide.

TERMINATION OF EMPLOYMENT. Unless the Compensation Committee otherwise
provides: upon termination of service, restricted or performance shares not then
vested or issued, and Options or SARs not then exercisable, typically will be
forfeited or terminated, as the case may be, in accordance with the terms of the
related Award Agreements. In addition, the Options or SARs held by a Participant
which have become exercisable generally must be exercised within three months
after the termination or, in the case of death, disability or retirement, 12
months after the termination. The Compensation Committee, however, has the
authority to waive these limits and extend the terms or accelerate
exercisability or vesting or otherwise settle Awards in these and other
circumstances.

ADJUSTMENTS TO AND ACCELERATION OF AWARDS. In addition to those adjustments
described above, the Compensation Committee may adjust Awards to provide for
their assumption, conversion or settlement in

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a reorganization or similar context in order to prevent dilution or enlargement
of rights. In addition, upon the occurrence of a Change in Control, each Option
and each related SAR will immediately become exercisable, each share covered by
a Restricted Stock Award will immediately vest free of restrictions, and each
share covered by a Performance Share Award will be issued to the participant,
unless the Compensation Committee otherwise provides. In such circumstances, the
Compensation Committee also may accelerate the vesting of an Award. A Change in
Control generally includes:

- approval by the stockholders of the Company of a dissolution or
liquidation, or of a merger or other reorganization resulting in the
Company's stockholders holding less than 50% of the voting stock of the
surviving entity

- a sale of substantially all the assets or business of the Company, or

- if any person (with limited exceptions for Mr. Murdock and certain related
persons and entities who currently own over 20% of the common stock and
for certain institutional investors) becomes the beneficial owner of
Company securities representing 20% or more of the combined voting power
of the Company's outstanding securities.

Acceleration of vesting or exercisability also is permitted under other
circumstances, such as a termination of employment.

TERMINATION AND AMENDMENTS. The Board of Directors retains the authority to
terminate or amend the Restated Plan, and the Compensation Committee has limited
authority to amend the Restated Plan, subject to approval of the stockholders
only to the extent required by law. No Award may be granted under the Restated
Plan after October 31, 2005, although Awards previously granted may thereafter
be amended consistent with the terms of the Restated Plan. Individual Awards may
be amended by the Compensation Committee in any manner consistent with the
Restated Plan, provided, however, that the exercise price of awarded Options may
not be reduced (i.e., no option re-pricing) unless approved by the Company's
stockholders. Amendments that adversely affect the holder of an Award are
subject to his or her consent.

The Restated Plan is not exclusive and does not limit the authority of the
Board of Directors or the Compensation Committee to grant other awards, in stock
or cash, or to authorize other compensation, under any other plan or authority.

FEDERAL INCOME TAX TREATMENT OF AWARDS UNDER THE RESTATED PLAN

The federal income tax consequences of the Restated Plan under federal
income tax laws in effect as of March 15, 1999, are summarized in the following
discussion of general tax principles applicable to the Restated Plan. This
summary is not intended to be exhaustive and does not describe state, local or
other tax consequences.

The Company is generally entitled to deduct and the optionee recognizes
taxable income in an amount equal to the difference between the Option price and
the fair market value of the underlying shares at the time of exercise of an
NQSO. With respect to ISOs, the Company is generally not entitled to a deduction
nor does the participant recognize income, either at the time of grant or
exercise or (provided the participant holds the shares at least two years after
grant and one year after exercise) at any later time. Rather, the participant
receives capital gains treatment on the difference between his or her basis and
the ultimate sales price of the shares. Optionees may be permitted to defer
recognition of income under other deferred compensation programs of the Company.

The current federal income tax consequences of other awards authorized under
the Restated Plan generally follow certain basic patterns: SARs are taxed and
deductible in substantially the same manner as Options; unless effectively
deferred through Stock Units or other deferred compensation plans, Restricted
Stock is taxed at time of vesting (although employees may elect earlier taxation
and convert future gains to capital gains); bonuses and Stock Units are
generally subject to tax at the time of payment; and compensation otherwise
effectively deferred is taxed when paid. In each of the foregoing cases, the
Company typically will have a corresponding deduction at the time the
participant recognizes income.

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If an Award is accelerated under the Restated Plan in connection with a
change in control (as this term is used under the Code), the Company may not be
permitted to deduct the portion of the compensation payments attributable to the
acceleration ("parachute payments") if they exceed certain threshold limits
under the Code, and certain related non-deductible excise taxes may be triggered
and payable by the participant. Furthermore, if compensation attributable to
Awards is not "performance-based" within the meaning of Section 162(m) of the
Code, the Company may not be permitted to deduct that compensation that is not
performance-based, to the extent that it, together with other non-performance
based compensation, exceeds $1,000,000 in any tax year. Although options granted
"at market" will generally be qualified performance-based compensation for tax
purposes, options granted under the 1995 Plan since February 4, 1997 were not.

INFORMATION CONCERNING SPECIFIC GRANTS

The number, amount and type of Awards to be received by or allocated to
eligible persons under the Restated Plan cannot be determined at this time. The
"Option Grants In the Last Fiscal Year" table in this Proxy Statement provides
information concerning grants of options made in 1998 to purchase shares under
the 1995 Plan to the Named Executive Officers. Although the Committee made
additional annual Option Awards in February 1999, it has not yet considered any
specific Awards under the additional authority that would be authorized by the
amendments.

Messrs. Murdock, Miyahira and Birmingham and Ms. Scott Safrit currently are
the only directors eligible to receive Awards under the Restated Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF
THE COMPANY'S AMENDED AND RESTATED 1995 STOCK OPTION AND AWARD PLAN.

PROPOSAL 3
APPROVAL OF
INDEPENDENT PUBLIC ACCOUNTANTS AND AUDITORS

Upon the recommendation of the Audit Committee, the Board of Directors of
the Company has appointed Arthur Andersen LLP as the Company's independent
public accountants and auditors for the 1999 fiscal year ending December 31,
1999, subject to stockholder approval. Arthur Andersen LLP (and its
predecessors) has served as the Company's (or its predecessor, Dole Food
Company, Inc.) independent public accountants and auditors since 1985.

Services which will be provided to the Company and its subsidiaries by
Arthur Andersen LLP with respect to the 1999 fiscal year include the examination
of the Company's consolidated financial statements, reviews of quarterly
reports, services related to filings with the SEC and consultations on various
tax and other matters, such as Year 2000 compliance issues.

A representative of Arthur Andersen LLP will be present at the Annual
Meeting to respond to appropriate questions and to make such statements as he or
she may desire.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF
ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS AND AUDITORS.

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MISCELLANEOUS

OTHER MATTERS

If any other matters properly come before the meeting, it is the intention
of the proxy holders to vote in their discretion on such matters pursuant to the
authority granted in the proxy and to the extent permitted under applicable law.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that executive
officers, directors, and holders of more than 10% of a company's registered
class of securities file reports of their ownership of a company's securities
with the SEC. Based on a review of these reports, the Company believes that its
reporting persons complied with all applicable Section 16(a) filing
requirements, except for the inadvertent failure to report exempt grants of
stock units to the Company's non-employee directors pursuant to the terms of the
DSC Plan, as discussed under "Compensation of Directors," by each of Messrs.
Carson, Cook, Hogan and Trailor of 570.190 in 1996 and 668.315 in 1997.

COST OF SOLICITING PROXIES

The expenses of preparing and mailing the Notice of Annual Meeting, the
Proxy Statement and the proxy card(s) will be paid by the Company. In addition
to the solicitation of proxies by mail, proxies may be solicited by directors,
officers and employees of the Company (who will receive no additional
compensation) by personal interviews, telephone, telegraph, facsimile and
e-mail. The Company has retained D. F. King & Co., Inc. to assist in the
solicitation of proxies. D. F. King & Co., Inc. will be paid approximately
$5,000, plus out-of-pocket expenses, for its services. Banks, custodians,
nominees and fiduciaries will forward proxy soliciting material to beneficial
owners of the Company's Common Stock and will be reimbursed by the Company for
their expenses incurred in so doing.

FORM 10-K AND ANNUAL REPORT TO SHAREHOLDERS

Enclosed with this Proxy Statement is a copy of the Company's 1998 Annual
Report. The Annual Report is enclosed for the convenience of stockholders only
and should not be viewed as part of the proxy solicitation material.
Stockholders may obtain without charge copies of the Company's Annual Report and
Form 10-K by calling (310) 208-3636 or writing to:

Investor Relations
Castle & Cooke, Inc.,
10900 Wilshire Blvd., Suite 1600
Los Angeles, CA 90024.

PROPOSALS OF STOCKHOLDERS

The 2000 Annual Meeting of Stockholders is presently expected to be held on
or about May 14, 2000. To be considered for inclusion in the Company's Proxy
Statement for the 2000 Annual Meeting, proposals of stockholders intended to be
presented at the meeting must be received by the Corporate Secretary, Castle &
Cooke, Inc., 10900 Wilshire Boulevard, Los Angeles, California 90024, no later
than December 2, 1999.

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A stockholder may wish to have a proposal presented at the 2000 Annual
Meeting of Stockholders, but not to have such proposal included in the Company's
Proxy Statement for the meeting. If notice of the proposal is not received by
the Company at the address above by February 15, 1999, then the proposal will be
deemed untimely under Rule 14a-4(c) under the Securities Exchange Act of 1934,
and the persons entitled to vote proxies solicited by the Board for that meeting
generally will have the right to exercise discretionary voting authority with
respect to the proposal.

By Order of the Board of Directors,

[SIG]

Roberta Wieman
CORPORATE SECRETARY

March 31, 1999

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CASTLE & COOKE, INC.

AMENDED AND RESTATED

1995 STOCK OPTION AND AWARD PLAN

(AS AMENDED EFFECTIVE FEBRUARY 9, 1999)

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TABLE OF CONTENTS

[Download Table]

PAGE
----

I. THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

1.1 Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 Administration and Authorization; Power and Procedure. . . . . . . .1
1.3 Participation. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.4 Shares Available for Awards. . . . . . . . . . . . . . . . . . . . .2
1.5 Grant of Awards. . . . . . . . . . . . . . . . . . . . . . . . . . .4
1.6 Award Period . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1.7 Limitations on Exercise and Vesting of Awards. . . . . . . . . . . .4
1.8 Acceptance of Notes to Finance Exercise. . . . . . . . . . . . . . .4
1.9 No Transferability . . . . . . . . . . . . . . . . . . . . . . . . .5

II. EMPLOYEE OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

2.1 Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
2.2 Option Price . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
2.3 Limitations on Grant and Terms of Incentive Stock Options. . . . . .6
2.4 Limits on 10% Holders. . . . . . . . . . . . . . . . . . . . . . . .7
2.5 Waiver of Restrictions . . . . . . . . . . . . . . . . . . . . . . .7
2.6 Options and Rights in Substitution for Stock Options Granted by
Other Corporations . . . . . . . . . . . . . . . . . . . . . . . . .7

III. STOCK APPRECIATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . .8

3.1 Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
3.2 Exercise of SARs . . . . . . . . . . . . . . . . . . . . . . . . . .8
3.3 Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
3.4 Limited SARs . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

IV. RESTRICTED STOCK AND STOCK UNIT AWARDS. . . . . . . . . . . . . . . . . .9

4.1 Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
4.2 Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.3 Return to the Corporation. . . . . . . . . . . . . . . . . . . . . 10

V. PERFORMANCE AWARDS AND STOCK BONUSES. . . . . . . . . . . . . . . . . . 11

5.1 Grants of Performance Share Awards . . . . . . . . . . . . . . . . 11
5.2 Grants of Stock Bonuses. . . . . . . . . . . . . . . . . . . . . . 11
5.3 Deferred Payments. . . . . . . . . . . . . . . . . . . . . . . . . 11
5.4 Special Performance-Based Share Awards . . . . . . . . . . . . . . 12

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VI. OTHER PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 12

6.1 Rights of Eligible Employees, Participants and Beneficiaries . . 12
6.2 Adjustments; Acceleration. . . . . . . . . . . . . . . . . . . . 13
6.3 Termination of Employment; Termination of Subsidiary Status;
Discretionary Provisions . . . . . . . . . . . . . . . . . . . . 14
6.4 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . 15
6.5 Tax Withholding. . . . . . . . . . . . . . . . . . . . . . . . . 16
6.6 Plan Amendment, Termination and Suspension . . . . . . . . . . . 16
6.7 Privileges of Stock Ownership. . . . . . . . . . . . . . . . . . 17
6.8 Effective Date of this Plan. . . . . . . . . . . . . . . . . . . 17
6.9 Term of this Plan. . . . . . . . . . . . . . . . . . . . . . . . 17
6.10 Governing Law/Construction/Severability. . . . . . . . . . . . . 17
6.11 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.12 Non-Exclusivity of Plan. . . . . . . . . . . . . . . . . . . . . 18

VII. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 18

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CASTLE & COOKE, INC.

AMENDED AND RESTATED
1995 STOCK OPTION AND AWARD PLAN
(AS AMENDED EFFECTIVE FEBRUARY 9, 1999)

I. THE PLAN.

1.1 PURPOSE.

The purpose of this Plan is to promote the success of the Company
and the interest of its stockholders by providing an additional means through
the grant of Awards to attract, motivate, retain and reward key employees by
providing them long-term incentives to improve the financial performance of
the Company. "Corporation" means Castle & Cooke, Inc., a Hawaii corporation,
and its successors, and "Company" means the Corporation and its Subsidiaries,
collectively. These terms and other capitalized terms are defined in Article
VII.

1.2 ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE.

(a) COMMITTEE. This Plan shall be administered by and all
Awards to Eligible Employees shall be authorized by the Committee. Action of
the Committee with respect to the administration of this Plan shall be taken
pursuant to a majority vote or by written consent of its members.

(b) PLAN AWARDS; INTERPRETATION; POWERS OF COMMITTEE. Subject
to the express provisions of this Plan, the Committee shall have the
authority:

(i) to determine the particular Eligible Employees who
will receive Awards;

(ii) to grant Awards to Eligible Employees, determine the
price at which securities will be offered or awarded and the amount of
securities to be offered or awarded to any of such persons, and determine
the other specific terms and conditions of such Awards consistent with the
express limits of this Plan, and establish the installments (if any) in
which such Awards shall become exercisable or shall vest, or determine that
no delayed exercisability or vesting is required, and establish the events
of termination or reversion of such Awards;

(iii) to approve the forms of Award Agreements (which need
not be identical either as to type of award or among Participants);

(iv) to construe and interpret this Plan and any agreements
defining the rights and obligations of the Company and Employee
Participants under this Plan, further define the terms used in this Plan,
and prescribe, amend and rescind rules and regulations relating to the
administration of this Plan;

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(v) to cancel, modify, or waive the Corporation's rights
with respect to, or modify, discontinue, suspend, or terminate any or all
outstanding Awards held by Eligible Employees, subject to any required
consent under Section 6.6;

(vi) to accelerate or extend the exercisability or extend
the term of any or all such outstanding Awards, subject to Section 1.6; and

(vii) to make all other determinations and take such other
action as contemplated by this Plan or as may be necessary or advisable for
the administration of this Plan and the effectuation of its purposes.

(c) BINDING DETERMINATIONS. Any action taken by, or inaction
of, the Corporation, any Subsidiary, the Board or the Committee relating or
pursuant to this Plan shall be within the absolute discretion of that entity
or body and shall be conclusive and binding upon all persons. No member of
the Board or Committee, or officer of the Corporation or any Subsidiary,
shall be liable for any such action or inaction of the entity or body, of
another person. Subject only to compliance with the express provisions
hereof, the Board and Committee may act in their absolute discretion in
matters within their authority related to this Plan.

(d) RELIANCE ON EXPERTS. In making any determination or in
taking or not taking any action under this Plan, the Committee or the Board,
as the case may be, may obtain and may rely upon the advice of experts,
including professional advisors to the Corporation. No director, officer or
agent of the Company shall be liable for any such action or determination
taken or made or omitted in good faith.

(e) DELEGATION. The Committee may delegate ministerial,
non-discretionary functions to individuals who are officers or employees of the
Company.

1.3 PARTICIPATION.

Awards may be granted by the Committee only to those persons that
the Committee determines to be Eligible Employees. An Eligible Employee who
has been granted an Award may, if otherwise eligible, be granted additional
Awards if the Committee shall so determine. Non-Employee Directors shall not
be eligible to receive any Awards under this Plan.

1.4 SHARES AVAILABLE FOR AWARDS.

Subject to the provisions of Section 6.2, the capital stock that
may be delivered under this Plan shall be shares of the Corporation's
authorized but unissued Common Stock. The shares may be delivered for any
lawful consideration.

(a) NUMBER OF SHARES. The maximum number of shares of Common
Stock that may be delivered pursuant to Awards granted to Eligible Employees
under this Plan shall not exceed 2,000,000 shares. The maximum number of
shares subject to those options and stock appreciation rights that during any
calendar year are granted to any individual shall be limited to 250,000 and
the maximum number of shares in the aggregate subject to all Awards that
during any calendar year are granted to any individual under this Plan shall
be 300,000. Each of the

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three foregoing numerical limits shall be subject to adjustment as
contemplated by this Section 1.4 and Section 6.2.

(b) CALCULATION OF AVAILABLE SHARES AND REPLENISHMENT. Shares
subject to outstanding Awards of derivative securities (as defined in Rule
16a-1(c) under the Exchange Act) shall be reserved for issuance. If any
Option or other right to acquire shares of Common Stock under or receive cash
or shares in respect of an Award shall expire or be cancelled or terminated
without having been exercised or paid in full, or any Common Stock subject to
a Restricted Stock Award or other Award shall not vest or be delivered, the
unpurchased, unvested or undelivered shares of Common Stock subject thereto
shall again be available for the purposes of this Plan, subject only to any
applicable limitations under Section 162(m) of the Code as to Awards intended
as performance-based awards thereunder. If the Corporation withholds shares
of Common Stock pursuant to Section 6.5, the number of shares that would have
been deliverable with respect to an Award but that are withheld pursuant to
the provisions of Section 6.5 may in effect not be issued, but the aggregate
number of shares issuable with respect to the applicable Award and under this
Plan shall be reduced by the number of shares withheld and such shares shall
not be available for additional Awards under this Plan. Subject only to the
preceding sentence, Section 1.4(c) and Section 6.10(c), Awards payable solely
in cash, and Awards that do not constitute equity securities as defined in
Rule 16a-1(d), shall not reduce the number of shares available for Awards
under this Plan, (2) any imputed charges to the maximum number of shares
deliverable under this Plan (through reserves or otherwise) shall be reversed
in the case of Awards actually paid in cash, and (3), to the extent any
shares were previously reserved in respect of Awards payable in cash or
shares, the number of shares not delivered shall again be available for
purposes of this Plan.

(c) PROVISIONS FOR CERTAIN CASH AWARDS. The number of Awards
payable solely in cash or actually paid in cash ("CASH AWARDS") shall be
determined by reference to the number of shares by which the value or price
of the Award is measured and shall not, together with the aggregate number of
shares theretofore delivered and subject to then outstanding Awards payable
in shares (or alternatively payable in cash or shares) under this Plan,
exceed the aggregate or individual limits of Section 1.4(a), subject to
adjustments under this Section 1.4 and Section 6.2. Cash Awards that are
forfeited or for any reason are not paid in cash under this Plan may again,
subject to Section 6.10(c), be the subject of and available for subsequent
Awards under the Plan. If an Award under this Plan is payable in cash only
and is not measured by reference to shares of Common Stock, the aggregate
dollar limits of Section 5.4 shall apply. Any cash-only Award that is
measured by reference to shares but not intended as a performance-based award
for purposes of Section 162(m) of the Code need not be counted against the
limits under Section 1.4(a), (b) or (c), if applicable.

(d) RESTRICTED STOCK LIMIT. The maximum number of shares that
may be delivered under Restricted Stock or Stock Unit Awards that are issued
only for services rendered (or for services and nominal consideration), as
distinguished from an Award in payment or settlement of other rights,
deferred compensation or otherwise expressly in lieu of cash compensation of
comparable value, shall not exceed 200,000 shares, plus any shares in respect
of dividend equivalent awards or Units thereon, subject to adjustments under
or contemplated by Sections 1.4 and 6.2.

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1.5 GRANT OF AWARDS.

Subject to the express provisions of this Plan, the Committee has
the authority to determine those individuals who are Eligible Employees,
whether any of them will receive an Award and if so the type of Award, the
number of shares of Common Stock subject to each Award, the price (if any) to
be paid for the shares or the Award, the other terms of the Award, and, in
the case of Performance Share Awards, in addition to the matters addressed in
Section 1.2(b), the specific objectives, goals and performance criteria,
including the years of service before vesting, the relevant job
classification or level of responsibility or other factors that further
define the terms of the Performance Share Award. Each Award shall be
evidenced by an Award Agreement signed by the Corporation and, if required by
the Committee, by the Participant. The Award Agreement shall set forth the
material terms and conditions of the Award established by the Committee
consistent with the specific provisions of this Plan.

1.6 AWARD PERIOD.

Each Award and all executory rights or obligations under the
related Award Agreement shall expire on such date (if any) as shall be
determined by the Committee, but in the case of Options, SARs or other rights
to acquire Common Stock not later than 10 years after the Award Date;
provided, however, that any payment of cash or delivery of shares pursuant to
an Award may be delayed until a future date if specifically authorized by the
Committee pursuant to Article IV or otherwise, by resolution, written consent
or other writing.

1.7 LIMITATIONS ON EXERCISE AND VESTING OF AWARDS.

(a) PROVISIONS FOR EXERCISE. Unless the Committee otherwise
expressly provides, no Award shall be exercisable or shall vest until at
least six (6) months after the initial Award Date, and once exercisable an
Award shall remain exercisable until the expiration or earlier termination of
the Award.

(b) PROCEDURE. Any exercisable Award shall be deemed to be
exercised when the Corporation receives written notice of such exercise from
the Participant, together with any required payment made in accordance with
Section 2.2.

(c) FRACTIONAL SHARES/MINIMUM ISSUE. Fractional share
interests shall be disregarded, but may be accumulated. The Committee,
however, may determine in the case of Eligible Employees that cash, other
securities, or other property will be paid or transferred in lieu of any
fractional share interests. No fewer than 100 shares may be purchased on
exercise of any Award at one time unless the number purchased is the total
number at the time available for purchase under the Award.

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1.8 ACCEPTANCE OF NOTES TO FINANCE EXERCISE.

The Corporation may, with the Committee's approval, accept one or
more notes from any Eligible Employee in connection with the exercise or
receipt of any outstanding Award; provided that any such note shall be
subject to the following terms and conditions:

(a) The principal of the note shall not exceed the amount
required to be paid to the Corporation upon the exercise or receipt of one or
more Awards under this Plan and the note shall be delivered directly to the
Corporation in consideration of such exercise or receipt.

(b) The initial term of the note shall be determined by the
Committee; provided that the term of the note, including extensions, shall
not exceed a period of 10 years.

(c) The note shall provide for full recourse to the Employee
Participant and shall bear interest at a rate determined by the Committee but
not less than the interest rate necessary to avoid the imputation of interest
under the Code.

(d) If the employment of the Employee Participant terminates,
the unpaid principal balance of the note shall become due and payable on the
10th business day after such termination; provided, however, that if a sale
of such shares would cause the Employee Participant to incur liability under
Section 16(b) of the Exchange Act, the unpaid balance shall become due and
payable on the 10th business day after the first day on which a sale of such
shares could have been made without incurring such liability assuming for
these purposes that there are no other transactions (or deemed transactions
in securities of this Corporation) by the Employee Participant subsequent to
such termination.

(e) If required by the Committee or by applicable law, the
note shall be secured by a pledge of any shares or rights financed thereby in
compliance with applicable law.

(f) The terms, repayment provisions, and collateral release
provisions of the note and the pledge securing the note shall conform with
applicable rules and regulations of the Federal Reserve Board as then in
effect.

1.9 NO TRANSFERABILITY.

(a) LIMIT ON EXERCISE. Except as provided herein and subject
to Section 6.10, Awards may be exercised only by, and amounts payable or
shares issuable pursuant to an Award shall be paid only to (or for the
account of), the Participant or, if the Participant has died, the
Participant's Beneficiary or, if the Participant has suffered a Disability,
the Participant's Personal Representative, if any, or if there is none, the
Participant. Subject to Section 6.4 and 6.10, the Committee may by express
written authorization permit Awards to be exercised by and/or paid to certain
persons or entities related to the Participant who are transferees of the
Participant without consideration, or to such other persons as the Committee
deems appropriate, pursuant to such conditions and procedures as the
Committee in writing may establish and set forth in or by amendment to an
Award Agreement.

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(b) LIMIT ON TRANSFER. No option, right or other Award
granted under this Plan including, without limitation, any undistributed
performance share or share of Restricted Stock that has not vested, shall be
transferable by the Participant or shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge (other than to the Corporation), except (i) by will or the laws of
descent and distribution, or (ii) pursuant to any other exception to transfer
restrictions expressly permitted by the Committee AND set forth in the Award
Agreement (or an amendment thereto), and (iii) in the case of Awards
comprising Incentive Stock Options, as permitted by the Code. Any attempted
transfer in violation of these provisions shall be void and the Corporation
shall disregard any attempt at transfer, assignment or other alienation so
prohibited.

(c) DESIGNATION OF BENEFICIARY. The designation of a
Beneficiary shall not constitute a transfer prohibited by the foregoing
provisions.

II. EMPLOYEE OPTIONS.

2.1 GRANTS.

One or more Options may be granted under this Article to any
Eligible Employee. Each Option granted shall be designated by the Committee
in the applicable Award Agreement as either a Nonqualified Stock Option or an
Incentive Stock Option.

2.2 OPTION PRICE.

(a) PRICING LIMITS. The purchase price per share of the
Common Stock covered by each Option shall be determined by the Committee at
the time of the Award, but in the case of Incentive Stock Options shall not
be less than 100% (110% in the case of a Participant described in Section
2.4) of the Fair Market Value of the Common Stock on the date of grant.

(b) PAYMENT PROVISIONS. The purchase price of any shares
purchased on exercise of an Option granted under this Article shall be paid
in full at the time of each purchase in one or a combination of the following
methods: (i) in cash or by electronic funds transfer; (ii) by certified or
cashier's check payable to the order of the Corporation; (iii) if authorized
by the Committee or specified in the applicable Award Agreement, by a
promissory note of the Participant consistent with the requirements of
Section 1.8; or (iv) by the delivery of shares of Common Stock of the
Corporation already owned by the Participant, PROVIDED, HOWEVER, that the
Committee may in its absolute discretion limit the Participant's ability to
exercise an Award by delivering such shares, and PROVIDED FURTHER that any
shares delivered which were initially acquired from the Company must have
been owned by the Participant at least six (6) months as of the date of
delivery. Shares of Common Stock used to satisfy the exercise price of an
Option shall be valued at their Fair Market Value on the date of exercise.
In addition to the payment methods described above, the Committee may provide
that the Option can be exercised and payment made by delivering a properly
executed exercise notice together with irrevocable instructions to a broker
to promptly deliver to the Corporation the amount of sale proceeds necessary
to pay the exercise price and, unless otherwise allowed by the Committee, any
applicable tax withholding under Section 6.5. The Corporation shall not be
obligated to deliver

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certificates for the shares unless and until it receives full payment of the
exercise price therefor and any related withholding obligations have been
satisfied.

2.3 LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.

(a) $100,000 LIMIT. To the extent that the aggregate Fair
Market Value of stock with respect to which incentive stock options first
become exercisable by a Participant in any calendar year exceeds $100,000,
taking into account both Common Stock subject to Incentive Stock Options
under this Plan and stock subject to incentive stock options under all other
plans of the Company or any parent corporation, such options shall be treated
as nonqualified stock options. For this purpose, the Fair Market Value of
the stock subject to options shall be determined as of the date the options
were awarded. In reducing the number of options treated as incentive stock
options to meet the $100,000 limit, the most recently granted options shall
be reduced first. To the extent a reduction of simultaneously granted
options is necessary to meet the $100,000 limit, the Committee may, in the
manner and to the extent permitted by law, designate which shares of Common
Stock are to be treated as shares acquired pursuant to the exercise of an
Incentive Stock Option.

(b) OPTION PERIOD. Each Option and all exercise rights
thereunder shall expire no later than 10 years after the Award Date, but may
be subject to early termination pursuant to Sections 6.2 and 6.3 and/or
deferred payout elections, as the Committee may permit.

(c) OTHER CODE LIMITS. There shall be imposed in any Award
Agreement relating to Incentive Stock Options such terms and conditions as
from time to time are required in order that the Option be an "incentive
stock option" as that term is defined in Section 422 of the Code.

2.4 LIMITS ON 10% HOLDERS.

No Incentive Stock Option may be granted to any person who, at
the time the Option is granted, owns (or is deemed to own under Section
424(d) of the Code) shares of outstanding Common Stock possessing more than
10% of the total combined voting power of all classes of stock of the
Corporation, unless the exercise price of such Option is at least 110% of the
Fair Market Value of the stock subject to the Option and such Option by its
terms is not exercisable after the expiration of five years from the date
such Option is granted.

2.5 WAIVER OF RESTRICTIONS.

Subject to Section 1.4 and Section 6.6 and the specific
limitations on Awards contained in this Plan, the Committee from time to time
may, generally or in specific cases only, for the benefit of any Eligible
Employee, revise the vesting schedule, extend post-service exercise periods,
or release other restrictions upon or change the number of shares subject to
or the term of, an Award granted under this Article by cancellation of an
outstanding Award and contemporaneous regrant, amendment, substitution,
waiver or other legally valid means. Notwithstanding the foregoing, if such
amendment or other action results in an exercise or purchase price which is
lower than the exercise or purchase price of the original or prior Award,
such action shall require shareholder approval.

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2.6 OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY
OTHER CORPORATIONS. Options and Stock Appreciation Rights may be granted to
Eligible Employees under this Plan in substitution for employee stock options
granted by other entities to persons who are or who become employees of the
Company, in connection with a distribution, merger or reorganization by or with
the granting entity or an affiliated entity, or the acquisition by the Company,
directly or indirectly, of all or a substantial part of the stock or assets of
the employing entity.

III. STOCK APPRECIATION RIGHTS.

3.1 GRANTS.

In its discretion, the Committee may grant to any Eligible
Employee stock appreciation rights ("SARs") concurrently with the grant of
Options or other Awards or in respect of an outstanding Award, in whole or in
part, or independently of any other Award, all on such terms as set forth by
the Committee in the Award Agreement. Any SAR granted in connection with an
Incentive Stock Option shall contain such terms as may be required to comply
with the provisions of Section 422 of the Code and the regulations
promulgated thereunder, unless the holder otherwise agrees.

3.2 EXERCISE OF SARs.

(a) EXERCISABILITY. A Stock Appreciation Right granted
independently of any other Award shall be exercisable pursuant to the terms
of the Award Agreement. Unless the Award Agreement or the Committee
otherwise provides, an SAR related to another Award shall be exercisable at
such time or times, and to the extent, that the related Award shall be
exercisable and only when the Fair Market Value of the stock subject to the
related Award exceeds the base price of the SAR.

(b) EFFECT ON AVAILABLE SHARES. To the extent that a SAR is
exercised, the number of shares of Common Stock subject to any related Award
shall be charged against the maximum amount of Common Stock that may be
delivered pursuant to Awards under this Plan. The number of shares subject
to the SAR and the related Award of the Participant shall also be reduced by
such number of shares, unless the Award Agreement otherwise provides.

(c) PROPORTIONATE REDUCTION. If an SAR extends to less than
all the shares covered by the related Award and if a portion of the related
Award is thereafter exercised, the number of shares subject to the
unexercised SAR shall be reduced only if and to the extent that the remaining
number of shares covered by such related Award is less than the remaining
number of shares subject to such SAR.

3.3 PAYMENT.

(a) AMOUNT. Unless the Committee otherwise provides, upon
exercise of an SAR and surrender of an exercisable portion of any related Award
(to the extent required by Section 3.2), the Participant shall be entitled to
receive subject to Section 6.5 payment of an amount determined by multiplying

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(i) the difference obtained by subtracting the base price
per share of Common Stock under the SAR from the Fair Market Value of a
share of Common Stock on the date of exercise of the SAR, by

(ii) the number of shares with respect to which the SAR shall
have been exercised.

(b) FORM OF PAYMENT. The Committee, in its sole discretion, shall
determine the form in which payment shall be made of the amount determined
under paragraph (a) above, either solely in cash, solely in shares of Common
Stock (valued at Fair Market Value on the date of exercise of the SAR), or
partly in such shares and partly in cash, provided that the Committee shall
have determined that such exercise and payment are consistent with applicable
law. If the Committee permits the Participant to elect to receive cash or
shares (or a combination thereof) on such exercise, any such election shall
be subject to such conditions as the Committee may impose.

3.4 LIMITED SARs.

The Committee may grant to any Eligible Employee SARs exercisable
only upon or in respect of a change in control or any other specified event
("Limited SARs") and such Limited SARs may relate to or operate in tandem or
combination with or substitution for Options, other SARs or other Awards (or any
combination thereof), and may be payable in cash or shares based on the spread
between the base price of the SAR and a price based upon or equal to the Fair
Market Value of the Shares during a specified period (not more than seven
months) or at a specified time within a period of not more than seven months
before, after or including the date of such event.

IV. RESTRICTED STOCK AND STOCK UNIT AWARDS.

4.1 GRANTS.

(a) GENERAL. The Committee may, in its discretion, grant one
or more Restricted Stock or Stock Unit Awards or any combination thereof to
any Eligible Employee, subject to the limits of Section 1.4(d). Each Award
Agreement shall specify the number of shares of Common Stock to be issued to
the Participant, the date of such issuance, the consideration for such shares
(but not less than the minimum lawful consideration under applicable state
law) by the Participant, the extent (if any) to which and the time (if ever)
at which the Participant shall be entitled to dividends, voting and other
rights in respect of the shares prior to vesting, and the restrictions (which
may be based on performance criteria, passage of time or other factors or any
combination thereof) imposed on such shares and the conditions of release or
lapse of such restrictions. Such restrictions shall not lapse earlier than
six (6) months after the Award Date, except to the extent the Committee may
otherwise provide. Stock certificates evidencing shares of Restricted Stock
pending the lapse of the restrictions ("Restricted Shares") shall bear a
legend making the appropriate reference to the restrictions imposed hereunder
and shall be held by the Corporation or by a third party designated by the
Committee until the restrictions on such shares shall have lapsed and the
shares shall have vested in accordance with the provisions of the Award and
Section 1.7. Upon issuance of the Restricted

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Stock Award, the Participant may be required to provide such further
assurance and documents as the Committee may require to enforce the
restrictions.

(b) SPECIAL PROVISIONS FOR STOCK UNITS. Subject to such rules
and procedures as the Committee may establish from time to time, the
Committee may, in its discretion, authorize a Stock Unit Award or the
crediting of Stock Units pursuant to the terms of this Plan and any
applicable deferred compensation plan maintained by the Company, permit an
Eligible Employee to irrevocably elect to defer or receive in Stock Units all
or a portion of any Award hereunder, or may grant Stock Units in lieu of, in
exchange for, in respect of, or in addition to any other Award under this
Plan or any other stock option plan or deferred compensation plan of the
Company. The specific terms, conditions and provisions relating to each
Stock Unit grant or election, including the form of payment to be made at or
following the vesting thereof, shall be set forth in or pursuant to the
applicable agreement or Award and the relevant Company deferred compensation
plan, in form substantially as approved by the Committee.

(c) STOCK UNIT PAYOUTS. The Committee shall determine, among
other terms of a Stock Unit grant or Award, the form of payment of Stock
Units, whether in cash, Common Stock, or other consideration (including any
other Award) or any combination thereof, the valuation of the Stock Units or
any non-cash payment for purposes of the Award, and the applicable vesting
and payout provisions of the Stock Units. The Committee in the applicable
Award Agreement or the relevant Company deferred compensation plan may permit
the Participant to elect the form and time of payout of vested Stock Units on
such conditions or subject to such procedures as the Committee may impose,
and may permit Stock Unit offsets or other provision for payment of any
applicable taxes that may be due on the crediting, vesting or payment in
respect of the Stock Units.

4.2 RESTRICTIONS.

(a) PRE-VESTING RESTRAINTS. Except as provided in Section 4.1
and 1.9, restricted shares comprising any Restricted Stock Award and shares
subject to a Stock Unit Award may not be sold, assigned, transferred, pledged
or otherwise disposed of or encumbered, either voluntarily or involuntarily,
until the restrictions on such shares or units have lapsed and the shares or
units become vested and other conditions to delivery or transfer are
satisfied.

(b) DIVIDEND AND VOTING RIGHTS. Unless otherwise provided in
the applicable Award Agreement, a Participant receiving a Restricted Stock or
Stock Unit Award shall not be entitled to dividends for any of the shares
(which dividends or any right to payment of the dividend equivalent amount
shall be retained in a restricted account until the shares or units have
vested and shall revert to the Corporation if they fail to vest). Restricted
Stock shall be entitled to vote prior to vesting.

(c) CASH PAYMENTS. If the Participant shall have paid or
received cash (including any dividends) in connection with the Restricted Stock
Unit Award, the Award Agreement shall specify whether and to what extent such
cash shall be returned (with or without an earnings factor) as to any restricted
shares or units which cease to be eligible for vesting.

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4.3 RETURN TO THE CORPORATION.

Unless the Committee otherwise expressly provides, Stock Units or
shares of Restricted Stock that are subject to restrictions at the time of
termination of employment or are subject to other conditions to vesting that
have not been satisfied by the time specified in the applicable Award
Agreement shall not vest, and Restricted Stock shall be returned to the
Corporation in such circumstances and in such manner and on such terms as the
Committee shall therein provide.

V. PERFORMANCE AWARDS AND STOCK BONUSES.

5.1 GRANTS OF PERFORMANCE SHARE AWARDS.

The Committee may, in its discretion, grant Performance Share
Awards to Eligible Employees based upon such factors, which in the case of
any Award to a Section 16 Person shall include but not be limited to the
contributions, responsibilities and other compensation of the person as the
Committee shall deem relevant in light of the specific type and terms of the
award. An Award Agreement shall specify the maximum number of shares of
Common Stock (if any) subject to the Performance Share Award, the
consideration (but not less than the minimum lawful consideration) to be paid
for any such shares as may be issuable to the Participant, the duration of
the Award and the conditions upon which delivery of any shares or cash to the
Participant shall be based. The amount of cash or shares or other property
that may be deliverable pursuant to such Award shall be based upon the degree
of attainment over a specified period of not more than ten years (a
"performance cycle") as may be established by the Committee of such
measure(s) of the performance of the Company (or any part thereof) or the
Participant as may be established by the Committee. The Committee may
provide for full or partial credit, prior to completion of such performance
cycle or the attainment of the performance achievement specified in the
Award, in the event of the Participant's death, Retirement, or Total
Disability, a Change in Control Event or in such other circumstances as the
Committee (consistent with Section 6.10(c)(2), if applicable) may determine.

5.2 GRANTS OF STOCK BONUSES.

The Committee may grant a Stock Bonus to any Eligible Employee to
reward exceptional or special services, contributions or achievements in the
manner and on such terms and conditions (including any restrictions on such
shares) as determined from time to time by the Committee. The number of
shares so awarded shall be determined by the Committee. The Award may be
granted independently or in lieu of a cash bonus.

5.3 DEFERRED PAYMENTS.

The Committee may authorize for the benefit of any Eligible
Employee the deferral of any payment of cash or shares that may become due or
of cash otherwise payable under this Plan, and provide for accreted benefits
thereon based upon such deferment, at the election or at the request of such
Participant, subject to the other terms of this Plan. Such

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deferment shall be subject to such further conditions, restrictions or
requirements as the Committee may impose, subject to any then vested rights
of Participants.

5.4 SPECIAL PERFORMANCE-BASED SHARE AWARDS.

(a) GENERAL PROVISIONS. Without limiting the generality of
the foregoing, and in addition to awards granted under other provisions of
this Plan, performance-based awards within the meaning of Section 162(m) of
the Code ("PERFORMANCE-BASED AWARDS") may be granted under this Plan, in the
form of restricted stock, performance stock, stock, units, bonuses, options,
or other rights, whether or not related to stock values or appreciation and
payable in shares or cash or a combination thereof, the vesting of which
depends on the performance of the Company on a consolidated or Business Unit
basis with reference to any one or more of the business criteria set forth on
Exhibit A to this Plan (the "Business Criteria"), incorporated herein by this
reference, relative to preestablished performance goals.

(b) ELIGIBLE CLASS. The eligible class of persons for Awards
under this Section 5.4 shall be officers of the Company.

(c) MAXIMUM AWARD. In no event shall grants made in any
fiscal year to any eligible person under this Section 5.4 relate to more than
300,000 shares or a cash amount of more than $3.75 million payable in respect
of any one fiscal year.

(d) TIMING OF DECISIONS; ADJUSTMENTS; COMMITTEE CERTIFICATION.
The applicable Business Criteria and specific performance goal or goals
("targets") must be approved by the Committee in advance of applicable
deadlines under the Code and while the performance relating to such targets
remains substantially uncertain. The applicable performance measurement
period may be not less than one nor more than 10 years. The Award terms
shall specify whether and in what manner the performance targets will be
adjusted to mitigate the unbudgeted impact of material, unusual or
nonrecurring gains and losses, accounting changes or other extraordinary
events not foreseen at the time the targets were set, to the extent permitted
by Section 162(m) of the Code and applicable regulations and interpretations
thereunder. Before any Performance-Based Award under this Section 5.4 is
paid, the Committee must certify (to the extent required by Section 162(m) of
the Code) that the material terms of the Performance-Based Award were
satisfied.

(e) TERMS AND CONDITIONS OF AWARDS. The Committee will have
discretion to determine the restrictions or other limitations of the
individual Awards under this Section 5.4, including the authority to reduce
Awards, payouts or vesting or to pay no Awards, in its sole discretion, IF
the Committee preserves such authority at the time of grant by language to
this effect in its authorizing resolutions or otherwise.

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VI. OTHER PROVISIONS.

6.1 RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS AND BENEFICIARIESH.

(a) EMPLOYMENT STATUS. Status as an Eligible Employee shall not
be construed as a commitment that any Award will be made under this Plan to an
Eligible Employee or to Eligible Employees generally.

(b) NO EMPLOYMENT CONTRACT; NO PARTIAL VESTING. Nothing
contained in this Plan (or in any other documents related to this Plan or to any
Award) shall change an employee's status as an "at will" employee nor confer
upon any Eligible Employee or other Participant any right to continue in the
employ or other service of the Company or constitute any contract or agreement
of employment or other service, nor shall interfere in any way with the right of
the Company to change such person's compensation or other benefits or to
terminate the person's employment. However, neither shall anything contained in
this Plan or any document related hereto adversely affect any independent
contractual right of such person without his or her consent. Service between
specified vesting dates shall provide no basis for partial vesting or pro rata
benefits unless an Award Agreement expressly otherwise provides.

(c) PLAN NOT FUNDED. Awards payable under this Plan shall be
payable in shares or from the general assets of the Corporation, and (except
as provided in Section 1.4(b)) no special or separate reserve, fund or
deposit shall be made to assure payment of such Awards. No Participant,
Beneficiary or other person shall have any right, title or interest in any
fund or in any specific asset (including shares of Common Stock, except as
expressly otherwise provided) of the Company by reason of any Award
hereunder. Neither the provisions of this Plan (or of any related
documents), nor the creation or adoption of this Plan, nor any action taken
pursuant to the provisions of this Plan shall create, or be construed to
create, a trust of any kind or a fiduciary relationship between the Company
and any Participant, Beneficiary or other person. To the extent that a
Participant, Beneficiary or other person acquires a right to receive payment
pursuant to any Award hereunder, such right shall be no greater than the
right of any unsecured general creditor of the Company.

6.2 ADJUSTMENTS; ACCELERATION.

(a) ADJUSTMENTS. If there shall occur any extraordinary dividend
or other extraordinary distribution in respect of the Common Stock (whether in
the form of cash, Common Stock, other securities, or other property), or any
reclassification, recapitalization, stock split (including a stock split in the
form of a stock dividend), reverse stock split, reorganization, merger,
combination, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Common Stock or other securities of the Corporation, or there shall
occur any similar extraordinary corporate transaction (or event in respect of
the Common Stock) or a sale of substantially all the assets of the Corporation
as an entirety, then the Committee shall, in such manner and to such extent (if
any) as it deems appropriate and equitable (1) proportionately adjust any or all
of (a) the number and type of shares of Common Stock (or other securities) which
thereafter may be made the subject of Awards (including the specific maxima and

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numbers of shares set forth elsewhere in this Plan), (b) the number, amount
and type of shares of Common Stock (or other securities or property) subject
to any or all outstanding Awards, (c) the grant, purchase, or exercise price
of any or all outstanding Awards, (d) the securities, cash or other property
deliverable upon exercise of any outstanding Awards, or (e) the performance
standards appropriate to any outstanding Awards, or (2) in the case of an
extraordinary dividend or other distribution, recapitalization,
reclassification, reorganization, merger, consolidation, combination, sale of
assets, split up, exchange, or spin off, make provision for a cash payment or
for the substitution or exchange of any or all outstanding Awards or the
cash, securities or property deliverable to the holder of any or all
outstanding Awards based upon the distribution or consideration payable to
holders of the Common Stock of the Corporation upon or in respect of such
event; PROVIDED, HOWEVER, in each case, that with respect to Awards of
Incentive Stock Options, no such adjustment shall be made which would cause
the Plan to violate Section 424(a) of the Code or any successor provisions
thereto without the written consent of holders materially adversely affected
thereby. In any of such events, the Committee may take such action
sufficiently prior to such event if necessary to permit the Participant to
realize the benefits intended to be conveyed with respect to the underlying
shares in the same manner as is available to shareholders generally.

(b) ACCELERATION OF AWARDS UPON CHANGE IN CONTROL. Unless
prior to a Change in Control Event the Committee determines that, upon its
occurrence, there shall be no acceleration of benefits under Awards or
determines that only certain or limited benefits under Awards shall be
accelerated and the extent to which they shall be accelerated, and/or
establishes a different time in respect of such Event for such acceleration,
then upon the occurrence of a Change in Control Event

(i) each Option and SAR shall become immediately exercisable,

(ii) Restricted Stock shall immediately vest free of
restrictions, and

(iii) the number of shares, cash or other property covered by
each Performance Share or Stock Unit Award shall be issued to the Participant;

The Committee may override the limitations on acceleration in this Section
6.2(b) by express provision in the Award Agreement or otherwise and may
accord any Eligible Employee a right to refuse any acceleration, whether
pursuant to the Award Agreement or otherwise, in such circumstances as the
Committee may approve. Any acceleration of Awards shall comply with
applicable legal requirements.

(c) POSSIBLE EARLY TERMINATION OF ACCELERATED AWARDS. If any
Option or other right to acquire Common Stock under this Plan has been fully
accelerated as permitted by Section 6.2(b) but is not exercised prior to (i)
a dissolution of the Corporation, or (ii) an event described in Section
6.2(a) that the Corporation does not survive, or (iii) the consummation of an
event described in Section 6.2(a) that results in a Change of Control
approved by the Board, such Option or right shall thereupon terminate,
subject to any provision that has been expressly made by the Committee for
the survival, substitution, exchange or other settlement of such Option or
right.

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6.3 TERMINATION OF EMPLOYMENT; TERMINATION OF SUBSIDIARY STATUS;
DISCRETIONARY PROVISIONS.

(a) OPTIONS - RESIGNATION OR DISMISSAL. If the Participant's
employment by the Company terminates for any reason other than Retirement,
Total Disability or death, the Participant shall have, subject to earlier
termination pursuant to or as contemplated by Section 1.6, three months from
the date of termination of employment to exercise any Option to the extent it
shall have become exercisable on the date of termination of employment, and
any Option to the extent not exercisable on that date shall terminate.

(b) OPTIONS - RETIREMENT, DEATH OR DISABILITY. If the
Participant's employment by the Company terminates as a result of Retirement,
Total Disability or death, the Participant, Participant's Personal
Representative or his or her Beneficiary, as the case may be, shall have,
subject to earlier termination pursuant to or as contemplated by Section 1.6,
12 months from the date of termination of employment to exercise any Option
to the extent it shall have become exercisable by the date of termination of
employment, and any Option to the extent not exercisable on that date shall
terminate.

(c) CERTAIN SARS. Each SAR granted concurrently or in tandem
with an Option shall have the same post-termination provisions and
exercisability periods as the Option to which it relates, unless the
Committee otherwise provides.

(d) OTHER AWARDS. The Committee shall establish in respect of
each other Award granted hereunder the Participant's rights and benefits (if
any) in the event of a termination of employment and in so doing may make
distinctions based upon the cause of termination and the nature of the Award.

(e) CHANGE IN SUBSIDIARY STATUS. For purposes of this Plan
and any Award hereunder, if an entity ceases to be a Subsidiary, a
termination of employment shall be deemed to have occurred with respect to
each employee of such Subsidiary who does not continue as an employee of
another entity owned, controlled by or under common control with the Company.

(f) STOCK UNITS. Each Award Agreement in respect of Stock
Units shall include the applicable benefit distribution and termination
provisions for the grant or Award and shall specify the form of payment and
may incorporate (to the extent applicable) terms of this Plan, another Award
and/or any other deferred compensation plan under which it is governed.

(g) COMMITTEE DISCRETION. Notwithstanding the foregoing
provisions of this Section 6.3, in the event of, or in anticipation of, a
termination of employment with the Company for any reason, other than
discharge for cause, the Committee may, in its discretion, increase the
portion of the Participant's Award available to the Participant, or
Participant's Beneficiary or Personal Representative, as the case may be, or,
subject to the provisions of Section 1.6, extend the exercisability period
upon such terms as the Committee shall determine and expressly set forth in
or by amendment to the Award Agreement.

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6.4 COMPLIANCE WITH LAWS.

This Plan, the granting and vesting of Awards under this Plan and
the offer, issuance and delivery of shares of Common Stock and/or the payment of
money under this Plan or under Awards granted hereunder are subject to
compliance with all applicable federal and state laws, rules and regulations
(including but not limited to state and federal securities law and federal
margin requirements) and to such approvals by any listing, agency or any
regulatory or governmental authority as may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection therewith. Any securities
delivered under this Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the Corporation, provide such
assurances and representations to the Corporation as the Corporation may deem
necessary or desirable to assure compliance with all applicable legal
requirements.

6.5 TAX WITHHOLDING.

Upon any exercise, vesting, or payment of any Award (or upon the
disposition of shares of Common Stock acquired pursuant to the exercise of an
Incentive Stock Option prior to satisfaction of the holding period
requirements of Section 422 of the Code), the Company shall have the right at
its option to (i) require the Participant (or Personal Representative or
Beneficiary, as the case may be) to pay or provide for payment of the amount
of any taxes which the Company may be required to withhold with respect to
such Award event or payment or (ii) deduct from any amount payable the amount
of any taxes which the Company may be required to withhold with respect to
such cash payment. In any case where a tax is required to be withheld in
connection with the delivery of shares of Common Stock under this Plan, the
Committee may in its sole discretion grant (either at the time of the Award
or thereafter) to the Participant the right to elect, pursuant to such rules
and subject to such conditions as the Committee may establish, to have the
Corporation reduce the number of shares to be delivered by (or otherwise
reacquire) the appropriate number of shares valued at their then Fair Market
Value, to satisfy such withholding obligation.

6.6 PLAN AMENDMENT, TERMINATION AND SUSPENSION.

(a) BOARD OR COMMITTEE AUTHORIZATION. The Board may, at any
time, terminate or, from time to time, amend, modify or suspend this Plan, in
whole or in part. No Awards may be granted during any suspension of this Plan
or after termination of this Plan, but the Committee shall retain jurisdiction
as to Awards then outstanding or payments deferred in accordance with the terms
of this Plan.

(b) SHAREHOLDER APPROVAL. To the extent then required under
Sections 422 and 424 of the Code or any other applicable law, or deemed
necessary or advisable by the Board, any amendment to this Plan shall be subject
to shareholder approval.

(c) AMENDMENTS TO AWARDS. Without limiting any other express
authority of the Committee under but subject to the express limits of this Plan,
the Committee by agreement or resolution may waive conditions of or limitations
on Awards to Eligible Employees that the Committee in the prior exercise of its
discretion has imposed, without the consent of a Participant, and may make other
changes to the terms and conditions of Awards that do not

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affect, in any manner materially adverse to the Employee Participant, his or
her rights and benefits under an Award.

(d) LIMITATIONS ON AMENDMENTS TO PLAN AND AWARDS. No
amendment, suspension or termination of this Plan or change of or affecting
any outstanding Award shall, without written consent of the Participant,
affect in any manner materially adverse to the Participant any rights or
benefits of the Participant or obligations of the Corporation under any Award
granted under this Plan prior to the effective date of such change. Changes
contemplated by Section 6.2 shall not be deemed to constitute changes or
amendments requiring a Participant's consent under this Section 6.6 or any
other provision of this Plan or any Award Agreement.

6.7 PRIVILEGES OF STOCK OWNERSHIP.

Except as otherwise expressly authorized by the Committee or this
Plan, a Participant shall not be entitled to any privilege of stock ownership
as to any shares of Common Stock not actually delivered to and held of record
by him or her. No adjustment will be made for dividends or other rights as a
shareholders for which a record date is prior to such date of delivery.

6.8 EFFECTIVE DATE OF THIS PLAN.

The effective date of this Plan was November 1, 1995. Amendments
effective February 9, 1999 were approved by the Board, subject to shareholder
approval.

6.9 TERM OF THIS PLAN.

No Award shall be granted under this Plan after October 31, 2005
(the "termination date"). Unless otherwise expressly provided in this Plan
or in an applicable Award Agreement, any Award granted prior to the
termination date may extend beyond such date, and all authority of the
Committee with respect to Awards hereunder, including the authority to amend
an Award, shall continue during any suspension of this Plan and shall
continue in respect of Awards outstanding on the termination date.

6.10 GOVERNING LAW/CONSTRUCTION/SEVERABILITY.

(a) CHOICE OF LAW. This Plan, the Awards, all documents
evidencing Awards and all other related documents shall be governed by, and
construed in accordance with the laws of the State of California.

(b) SEVERABILITY. If any provision shall be held by a court
of competent jurisdiction to be invalid and unenforceable, the remaining
provisions of this Plan shall continue in effect.

(1) RULE 16b-3. Transactions or events in respect of Awards
hereunder, to the extent approved by the Board or Committee, are intended, in
the case of Participants who are or may be Section 16 Persons, to satisfy the
applicable requirements for exemption under Rule 16b-

DEFR14A 53rd Page of 61 TOC 1st Previous Next ↓Bottom Just 53rd
3 to avoid liability under Section 16 of the Exchange Act. If any provision
of this Plan or of any Award would frustrate or conflict with this intent,
the provision to the extent possible shall be interpreted so as to avoid such
conflict.

(2) SECTION 162(m). It is the further intent of the Company
that Options or SARs with an exercise or base price not less than Fair Market
Value on the date of grant and Performance-Based Awards under Section 5.4 of
this Plan that are granted to or held by a Section 16 Person shall (if so
designated by the Committee) qualify as performance-based compensation under
Section 162(m) of the Code, and this Plan shall be interpreted consistent
with such intent.

(3) BIFURCATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS PLAN, the provisions of this Plan may at any time be bifurcated by the
Board or the Committee in any manner so that certain provisions of any Award
Agreement (or this Plan) intended (or required in order) to satisfy the
applicable requirements of Rule 16b-3 or Section 162(m) of the Code (to the
extent permitted thereby) are applicable only to persons subject to those
provisions and to those Awards to those persons intended to satisfy the
requirements of those rules.

6.11 CAPTIONS.

Captions and headings are given to the sections and subsections
of this Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of this Plan or any provision thereof.

6.12 NON-EXCLUSIVITY OF PLAN.

Nothing in this Plan shall limit or be deemed to limit the
authority of the Board or the Committee to grant awards or authorize any
other compensation, with or without reference to the Common Stock, under any
other plan or authority.

VII. DEFINITIONS.

7.1 DEFINITIONS.

(a) "AWARD" shall mean an award of any Option, SAR, Restricted
Stock, Stock Bonus, Stock Unit, Performance Share, or Performance-Based
Award, or any dividend equivalent rights in respect of any thereof, or any
deferred payment right or other right or security in respect of any thereof,
and may include as an incident thereto any other Award, or any combination of
the foregoing, whether alternative or cumulative, authorized by and granted
under this Plan.

(b) "AWARD AGREEMENT" shall mean any writing setting forth the
terms of an Award that has been authorized by the Committee.

(c) "AWARD DATE" shall mean the date upon which the Committee
took the action granting an Award or such later date as the Committee
designates as the Award Date.

DEFR14A 54th Page of 61 TOC 1st Previous Next ↓Bottom Just 54th
(d) "AWARD PERIOD" shall mean the period beginning on an Award
Date and ending on the expiration date of such Award.

(e) "BENEFICIARY" shall mean the person, persons, trust or
trusts designated by a Participant or, in the absence of a designation,
entitled by will or the laws of descent and distribution, to receive the
benefits specified in the Award Agreement and under this Plan in the event of
a Participant's death, and shall mean the Participant's executor or
administrator if no other Beneficiary is designated and able to act under the
circumstances.

(f) "BOARD" shall mean the Board of Directors of the
Corporation.

(g) "CHANGE IN CONTROL EVENT" shall mean any of the following:

(1) Approval by the shareholders of the Corporation of the
dissolution or liquidation of the Corporation;

(2) Approval by the shareholders of the Corporation of an
agreement to merge or consolidate, or otherwise reorganize, with or into one
or more entities that are not Subsidiaries or other affiliates, as a result
of which less than 50% of the outstanding voting securities of the surviving
or resulting entity immediately after the reorganization are, or will be,
owned, directly or indirectly, by shareholders of the Corporation immediately
before such reorganization (assuming for purposes of such determination that
there is no change in the record ownership of the Corporation's securities
from the record date for such approval until such reorganization and that
such record owners hold no securities of the other parties to such
reorganization, but including in such determination any securities of the
other parties to such reorganization held by affiliates of the Corporation);

(3) Approval by the shareholders of the Corporation of the
sale of substantially all of the Corporation's business and/or assets to a
person or entity which is not a Subsidiary or other affiliate; or

(4) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act but excluding any person described in and
satisfying the conditions of Rule 13d-1(b)(1) thereunder), other than a
person who is the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of more than 20% of the outstanding Shares of Common Stock at
the time of adoption of this Plan (or an affiliate, successor, heir,
descendent or related party of or to any such person), becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing more than 50% of
the combined voting power of the Corporation's then outstanding securities
entitled to then vote generally in the election of directors of the
Corporation.

(h) "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

(i) "COMMISSION" shall mean the Securities and Exchange
Commission.

(j) "COMMITTEE" shall mean a committee appointed by the Board
to administer this Plan, which committee shall be comprised of at least two
Board members, at least

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a majority of whom, during such time as one or more Participants may be
subject to Section 16 of the Exchange Act, should be Disinterested Directors,
PROVIDED, HOWEVER, that the fact that one or more Directors acting in the
matter are not Disinterested Directors shall not affect the validity of any
action taken by them or the Committee.

(k) "COMMON STOCK" shall mean the Common Stock of the
Corporation and such other securities or property as may become the subject
of Awards, or become subject to Awards, pursuant to an adjustment made under
Section 6.2 of this Plan.

(l) "COMPANY" shall mean, collectively, the Corporation and
its Subsidiaries.

(m) "CORPORATION" shall mean Castle & Cooke, Inc., a Hawaii
corporation, and its successors.

(n) "DISINTERESTED DIRECTOR" means (unless the Board otherwise
determines) a member of the Board who is a Non-Employee Director as defined
in Rule 16b-3 and an "outside director" as defined in regulations under
Section 162(m) of the Code, as each may be amended from time to time.

(o) "ELIGIBLE EMPLOYEE" shall mean an officer (whether or not
a director) or employee of the Company, or any Other Eligible Person, as
determined by the Committee in its discretion.

(p) "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

(q) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended from time to time.

(r) "FAIR MARKET VALUE" on any date shall mean (i) if the
stock is listed or admitted to trade on a national securities exchange, the
closing price of the stock on the Composite Tape, as published in the Western
Edition of The Wall Street Journal, of the principal national securities
exchange on which the stock is so listed or admitted to trade, on such date,
or, if there is no trading of the stock on such date, then the closing price
of the stock as quoted on such Composite Tape on the next preceding date on
which there was trading in such shares; (ii) if the stock is not listed or
admitted to trade on a national securities exchange, the last price for the
stock on such date, as furnished by the National Association of Securities
Dealers, Inc. ("NASD") through the NASDAQ National Market Reporting System or
a similar organization if the NASD is no longer reporting such information;
(iii) if the stock is not listed or admitted to trade on a national
securities exchange and is not reported on the National Market Reporting
System, the mean between the bid and asked price for the stock on such date,
as furnished by the NASD or a similar organization; or (iv) if the stock is
not listed or admitted to trade on a national securities exchange, is not
reported on the National Market Reporting System and if bid and asked prices
for the stock are not furnished by the NASD or a similar organization, the
value as established by the Committee at such time for purposes of this Plan.

DEFR14A 56th Page of 61 TOC 1st Previous Next ↓Bottom Just 56th
(s) "INCENTIVE STOCK OPTION" shall mean an Option which is
designated and intended as an incentive stock option within the meaning of
Section 422 of the Code, the award of which contains such provisions
(including but not limited to the receipt of shareholder approval of this
Plan, if the award is made prior to such approval) and is made under such
circumstances and to such persons as may be necessary to comply with that
section.

(t) "NONQUALIFIED STOCK OPTION" shall mean an Option that is
designated as a Nonqualified Stock Option and shall include any Option
intended as an Incentive Stock Option that fails to meet the applicable legal
requirements thereof. Any Option granted hereunder that is not designated as
an incentive stock option shall be deemed to be designated a nonqualified
stock option under this Plan and not an incentive stock option under the
Code.

(u) "OPTION" shall mean an option to purchase Common Stock
under this Plan. The Committee shall designate any Option granted to an
Eligible Employee as a Nonqualified Stock Option or an Incentive Stock
Option.

(v) "OTHER ELIGIBLE PERSON" shall mean any individual
consultant or advisor, or (to the extent provided in the next sentence)
agent, who renders or has rendered BONA FIDE services (other than services in
connection with the offering or sale of securities of the Company in a
capital raising transaction) to the Company, and who is selected to
participate in this Plan by the Committee. A non-employee agent providing
BONA FIDE services to the Company (other than as an eligible advisor or
consultant) may also be selected as an Other Eligible Person if such agent's
participation in this Plan would not adversely affect (x) the Corporation's
eligibility to use Form S-8 to register under the Securities Act the offer
and sale by the Company of shares issuable under this Plan or (y) the
Corporation's compliance with any other applicable laws.

(w) "PARTICIPANT" shall mean an Eligible Employee who has been
granted an Award under this Plan.

(x) "PERFORMANCE SHARE AWARD" shall mean an award of a right
to receive shares of Common Stock under Section 5.1, or to receive shares of
Common Stock or other compensation (including cash) under Section 5.4, the
issuance or payment of which is contingent upon, among other conditions, the
attainment of performance objectives specified by the Committee.

(y) "PERSONAL REPRESENTATIVE" shall mean the person or persons
who, upon the disability or incompetence of a Participant, shall have
acquired on behalf of the Participant, by legal proceeding or otherwise, the
power to exercise the rights or receive benefits under this Plan by virtue of
having become the legal representative of the Participant.

(z) "PLAN" shall mean this Castle & Cooke, Inc. Amended and
Restated 1995 Stock Option and Award Plan, as from time to time amended.

(aa) "RESTRICTED STOCK" shall mean shares of Common Stock
awarded to a Participant subject to payment of such consideration, if any,
and such conditions on vesting (which may include, among others, the passage
of time, specified performance objectives or other factors) and such transfer
and other restrictions as are established in or pursuant to this Plan

DEFR14A 57th Page of 61 TOC 1st Previous Next ↓Bottom Just 57th
and the related Award Agreement, for so long as such shares remain unvested
under the terms of the applicable Award Agreement.

(bb) "RETIREMENT" shall mean retirement with the consent of the
Company or, from active service as an employee or officer of the Company on
or after attaining age 55 with ten or more years of service or age 65.

(cc) "RULE 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission pursuant to the Exchange Act effective on November 1, 1996, or any
successor provision, as amended from time to time.

(dd) "SECTION 16 PERSON" shall mean a person subject to Section
16(a) of the Exchange Act.

(ee) "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended from time to time.

(ff) "STOCK APPRECIATION RIGHT" or "SAR" shall mean a right
authorized under this Plan to receive a number of shares of Common Stock or
an amount of cash, or a combination of shares and cash, the aggregate amount
or value of which is determined by reference to a change in the Fair Market
Value of the Common Stock.

(gg) "STOCK BONUS" shall mean an Award of shares of Common
Stock for no consideration other than past services and without restriction
other than such transfer or other restrictions as the Committee may deem
advisable to assure compliance with law.

(hh) "STOCK UNIT" shall mean a non-voting unit of measurement
which is deemed for bookkeeping purposes to be equivalent to one outstanding
share of Common Stock of the Company (subject to adjustment) solely for
purposes of this Plan.

(ii) "STOCK UNIT ACCOUNT" shall mean the bookkeeping account
maintained by the Company on behalf of each Participant who is credited with
Stock Units in accordance with this Plan, which account may be payable in
cash, stock and/or other consideration, as the Committee may determine.

(jj) "SUBSIDIARY" shall mean any corporation or other entity a
majority of whose outstanding voting stock or voting power is beneficially
owned directly or indirectly by the Corporation.

(kk) "TOTAL DISABILITY" shall mean a "permanent and total
disability" within the meaning of Section 22(e)(3) of the Code and such other
disabilities, infirmities, afflictions or conditions as the Committee by rule
may include.

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EXHIBIT A

BUSINESS CRITERIA

Business Criteria means any one or more of: Total Stockholder Return,
Earnings Per Share, Net Income, Earnings Before Taxes, Return on Average
Common Equity, Return On Average Assets, EBT-ROI, Net Income, Net Income-ROI,
Net Cash Flow, Stock Appreciation, Funds From Operations, Occupancy Gains,
EBITDA, Overall Square Footage Growth, Entitlement Gains and Cost Reduction,
determined on either a Business Unit or Company (consolidated) basis. The
following provisions further define these and related terms.

"Applicable Period" means a period of time within or coincident to a
Performance Cycle with respect to which Performance Target(s) are established
for any one or more of the Business Criteria.

"Business Unit" means a region, subsidiary, division or other
organizational unit of the Company, or segment of its operations for
accounting purposes, which maintains or which is the subject of a separate
accounting of its financial performance.

"Company" means Castle & Cooke, Inc. and its subsidiaries on a
consolidated basis, unless the context otherwise requires.

"Cost Reduction" for any Applicable Period means a reduction in cost of
goods sold, selling, marketing, and general and administrative expenses
during the Applicable Period as compared to a prior Applicable Period or
average of more than one Applicable Period, expressed as an absolute dollar
amount or as a percentage of a specific amount.

"Earnings Before Taxes" or "EBT" for any Applicable Period means the
consolidated net income of the Company for the Applicable Period before
income taxes.

"Earnings Per Share" means per share net income of the Company, as
determined on either a "basic" or "diluted" basis under FAS 128 (or its
successor), as specified and established by the Committee in connection with
the grant of the Award.

"EBITDA" means earnings before interest, taxes, depreciation and
amortization for the Applicable Period.

"EBT-ROI" means EBT for the Applicable Period divided by the periodic
average of the Net Investment for the Applicable Period.

"Entitlement Gains" means obtaining entitlements (i.e., receipt of all
necessary land use and zoning approvals for development from applicable
governmental agencies, except for plat maps, subdivision approvals, grading
and building permits and other secondary approvals) for land previously
unentitled, measured in units or acres as specified by the Committee, during
the Applicable Period as reflected in the Company's reports for the
Applicable Period.

A-1

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"Funds From Operations" means Funds from Operations, as defined by The
National Association of Real Estate Investment Trusts (or its successor) at
the time of the grant of an Award, for the Applicable Period.

"Net Cash Flow" means EBITDA plus the non-cash cost of sales, minus
developmental expenditures and capital expenditures, adjusted for other cash
flow items in accordance with GAAP.

"Net Income" means net income for the Applicable Period.

"Net Income-ROI" means the Net Income for the Applicable Period divided
by the periodic average of the Net Investment for the Applicable Period.

"Net Investment" means total assets less the sum of cash and cash
equivalents (short-term investments), investments in consolidated
subsidiaries, accounts payable and accrued liabilities, and minority
interests and deferred credits.

"Occupancy Gains" means increases in the occupancy level of specified
property or properties (owned at both the beginning and end of the Applicable
Period) during the Applicable Period, measured as a percentage of the gross
leasable/occupiable area in the case of commercial properties and as a
percentage of the number of rooms available in the case of hotel properties.

"Overall Square Footage Growth" means the increase, between the
beginning and end of the Applicable Period, in the total square feet of gross
leasable area.

"Performance Cycle" means the period of time not less than one fiscal
year nor more than 10 fiscal years over which performance is measured for
determining the amount of any payment opportunity from Awards granted under
the Plan.

"Return On Average Common Equity" means the consolidated net income to
common stockholders for the Applicable Period divided by the periodic average
of total common stockholders equity during the Applicable Period.

"Return on Average Assets" means consolidated net income divided by the
periodic average of total assets for the Applicable Period.

"Stock Appreciation" means an increase in the price or value of the
Common Stock of the Corporation after the date of grant of an Award and
during the Applicable Period with respect to the Corporation's Common Stock
on stand alone basis, or on a basis relative to the performance of a
specified peer group.

Except as otherwise expressly provided, all financial terms are used as
defined or used under generally accepted accounting principles (GAAP) and,
where applicable, all determinations shall be made in accordance with GAAP
and as made or applied by the Company in, or in the preparation of, its
periodic reports to stockholders or other financial reports, as the case may
be.

A-2

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PROXY

CASTLE & COOKE, INC.

PROXY FOR COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints David H. Murdock, Wallace S. Miyahira
and Roberta Wieman, and each of them, as Proxies, each with full power of
substitution and each with all powers that the undersigned would possess if
personally present, to vote all of the shares of Common Stock of Castle &
Cooke, Inc. (the "Company") which the undersigned may be entitled to vote at
the Annual Meeting of Stockholders of the Company to be held at the Hyatt
Westlake Plaza, 880 S. Westlake Boulevard, Westlake Village, California on
Wednesday, May 12, 1999 at 10:00 a.m. local time, and any adjournments
thereof. The undersigned instructs each of said Proxies, or their
substitutes, to vote as specified by the undersigned on the reverse side and,
as permitted by law, to vote in such manner as they may determine on any
other matters which may properly come before the meeting as indicated in the
Notice of Annual Meeting of Stockholders and Proxy Statement, receipt of
which is hereby acknowledged.

Election of Directors. NOMINEES:
Patrick J. Birmingham, Edward M. Carson,
Lodwrick M. Cook, Edward J. Hogan,
Wallace S. Miyahira, David H. Murdock,
Lynne Scott Safrit and Dell Trailor

(IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE)
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS CARD
IN THE ENCLOSED PREPAID ENVELOPE.
----------- -----------
SEE REVERSE SEE REVERSE
SIDE SIDE
----------- -----------

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[Enlarge/Download Table]

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS MADE, FOR ITEMS 1, 2 AND 3 AND, AS
PERMITTED BY LAW, AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

FOR AGAINST ABSTAIN
1. Election of Directors (see reverse). 2. Approval of the Company's Amended / / / / / /
and Restated 1995 Stock Option and
Award Plan.
FOR WITHHELD
/ / / / 3. Approval of Arthur Andersen LLP as / / / / / /
independent public accountants and
auditors for the 1999 fiscal year.
/ /
--------------------------------------
For all nominees except as noted above

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

NOTE: Please sign exactly as your name appears on this proxy
card. If shares are held jointly, each holder should sign. Executors,
administrators, trustees, guardians, attorneys and agents should
give their full titles. If shareholder is a corporation, sign in full
corporate name by the authorized officer.

Signature: Date: Signature: Date:
--------------------------- ---------------- -------------------------- ----------------

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	2/4/08	15
	10/31/05	29	52
	12/8/00	23
	5/14/00	31
	12/31/99	30		10-K, 10-K/A
	12/2/99	31
	5/12/99	2	60	DEF 14A
	4/12/99	5
	3/31/99	2	32	10-Q
Filed on:	3/30/99
	3/15/99	22	29
	3/10/99	3	13
	2/28/99	6	13
	2/15/99	32
	2/11/99	7		SC 13G
	2/9/99	7	52	SC 13G/A
	1/27/99	6		SC 13G/A
	1/8/99	6
	1/1/99	17
	12/31/98	17	25	10-K
	6/1/98	12
	2/5/98	15	20
	5/21/97	21		DEF 14A
	2/4/97	30
	11/1/96	57
	1/5/96	15
	1/1/96	17
	12/31/95	22
	11/1/95	52
	9/30/92	17
				List all Filings

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Filing Submission 0001047469-99-012490 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Castle & Cooke Inc/HI – ‘DEFR14A’ on 3/30/99

As of: Tuesday, 3/30/99 · Accession #: 1047469-99-12490 · File #: 1-14020

Revised Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents