Attached files
Exhibit 10.21
Name
Address
City, State
Address
City, State
Dear Name:
This letter clarifies the definition of Good Reason for purposes of the Change of Control
Agreement between you and Dole Food Company, Inc. by replacing clause (g) of the definition of
Good Reason in Appendix I of your Agreement with the following:
(g) The failure of Dole or any successor to continue in effect any equity-based or
non-equity based incentive compensation plan (whether annual or long-term) in effect
immediately prior to the Change of Control Date, or a non de minimis reduction, in the
aggregate, in your participation in any such plans (based upon (1) in the case of equity
based plans, the average grant date fair value of your awards under such plans over the
three years preceding the Change of Control Date (or such lesser period following the Doles
initial public offering that you were employed by Dole or any successor) or (2) in the case
of non-equity based plans, your target award under such plans for the performance period in
which the Change of Control Date occurs), unless you are afforded the opportunity to
participate in an alternative incentive compensation plan of reasonably equivalent value;
provided that a reduction in the aggregate value of your participation in any such plans of
not more than 5% in connection with across-the-board reductions or modifications affecting
all executives with Change of Control Agreements containing terms substantially identical to
your Agreement shall not constitute Good Reason (all determinations under this clause (g)
shall be made in good faith by the corporate compensation and benefits committee of the
board of directors of Dole or any successor in its sole discretion); or
(h) Any reduction in the aggregate value of benefits provided to you, as in effect on the
Change of Control Date; provided that a reduction in the aggregate value of benefits of not
more than 5% in connection with across-the-board reductions or modifications affecting all
executives with Change of Control Agreements containing terms substantially identical to
your Agreement shall not constitute Good Reason. All determinations under this clause (h)
shall be made in good faith by the corporate compensation and benefits committee of the
board of directors of Dole or any successor in its sole discretion. As used herein,
benefits shall include all deferred compensation, retirement, pension, health, medical,
dental, disability, insurance, automobile, and similar benefits.
Sincerely,
DOLE FOOD COMPANY, INC.
Title:
Agreed and Accepted:
Date:
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