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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/20/09 Dole Food Co Inc 10-Q 10/10/09 8:1.2M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 799K 2: EX-10.15 Material Contract HTML 30K 3: EX-10.17 Material Contract HTML 24K 4: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 12K 5: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 12K 6: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 8K 7: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 8K 8: EX-99.1 Miscellaneous Exhibit HTML 71K
| exv10w17 |
Name of Participant: |
Grant Date: |
Number of restricted stock units subject to the Award: |
Vesting Schedule: |
| DOLE FOOD COMPANY, INC. | ||||
| Participant Signature | ||||
By |
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Title:
|
Address (please print): | |||
| 1. | TERMS OF RESTRICTED STOCK UNITS | |
| Dole Food Company, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”) specified in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary. | ||
| 2. | VESTING OF RESTRICTED STOCK UNITS | |
| The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice. Notwithstanding anything contained in these Standard Terms and Conditions to the contrary, upon the Participant’s Termination of Employment for any reason (including by reason of death, Retirement or Disability), any then unvested Restricted Stock Units (after taking into account any accelerated vesting under Section 12 of the Plan or any other agreement between the Participant and the Company (including any accelerated vesting to which the Participant is entitled in the event of a “Qualified Termination” under a Change of Control Agreement between the Participant and the Company), if applicable) held by the Participant shall be forfeited and canceled as of the date of such Termination of Employment. | ||
| 3. | SETTLEMENT OF RESTRICTED STOCK UNITS | |
| Vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following the vesting of such Restricted Stock |
| Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code). | ||
| 4. | RIGHTS AS STOCKHOLDER | |
| The Participant shall have no voting rights or the right to receive any dividends with respect to shares of Common Stock underlying Restricted Stock Units unless and until such shares of Common Stock are reflected as issued and outstanding shares on the Company’s stock ledger. | ||
| 5. | RESTRICTIONS ON RESALES OF SHARES | |
| The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Stock issued in respect of vested Restricted Stock Units, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers. | ||
| 6. | INCOME TAXES | |
| The Company shall not deliver shares in respect of any Restricted Stock Units unless and until the Participant has made arrangements satisfactory to the Administrator to satisfy applicable withholding tax obligations. Unless the Participant pays the withholding tax obligations to the Company by cash or check in connection with the delivery of the Common Stock, withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the vesting of the Restricted Stock Units (provided that shares of Common Stock may be withheld only to the extent that such withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of the Restricted Stock Units from any amounts payable by it to the Participant (including, without limitation, future cash wages). | ||
| 7. | NON-TRANSFERABILITY OF AWARD | |
| The Participant represents and warrants that the Restricted Stock Units are being acquired by the Participant solely for the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Participant further understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Administrator, the Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of. |
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| 8. | OTHER AGREEMENTS SUPERSEDED | |
| The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Restricted Stock Units. Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are superseded. | ||
| 9. | LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS | |
| Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon vesting of the Restricted Stock Units. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason. | ||
| 10. | GENERAL | |
| In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision. | ||
| The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect. | ||
| These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns. | ||
| These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law. | ||
| In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the Grant Notice shall control. |
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| All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Administrator in its total and absolute discretion. | ||
| 11. | ELECTRONIC DELIVERY | |
| By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery. |
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