Del Monte Foods Company (DLM)

3. Stock Subject to the Plan

(a) Maximum Shares Available for Delivery. Subject to Section 10 hereof, the maximum number of shares of Common Stock that may be delivered to Participants and their beneficiaries under the Plan (whether as Incentive Stock Options or as other Incentive Awards) shall be equal to 42,978,385.* The number of shares of Common Stock available for delivery

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under the Plan shall be reduced (i) by one (1) share for each share of Common Stock issued pursuant to an Option, a Stand-Alone SAR with an exercise price of at least the Fair Market Value of a share of Common Stock on the grant date (“FMV Exercise Price”) or a Tandem SAR with a FMV Exercise Price; and (ii) by one and ninety-eight hundredths (1.98) shares for each share of Common Stock issued pursuant to Incentive Awards other than those set forth in the preceding clause (i); provided, however, that (A) for Incentive Awards other than those set forth in the preceding clause (i) that were granted prior to May 4, 2009, but on or after April 30, 2007, the reduction shall be two and seventy-nine hundredths (2.79) shares for each share of Common Stock issued pursuant to any such Incentive Awards, (B) for Incentive Awards other than those set forth in the preceding clause (i) that were granted prior to April 30, 2007, but on or after May 2, 2005, the reduction shall be one and ninety-four hundredths (1.94) shares for each share of Common Stock issued pursuant to any such Incentive Awards, and (C) for Incentive Awards granted prior to May 2, 2005, the reduction shall be one (1) share of Common Stock for each share of Common Stock issued pursuant to any such Incentive Awards. If an outstanding Incentive Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Common Stock acquired pursuant to an Incentive Award subject to forfeiture or repurchase are forfeited or repurchased by Del Monte at the Participant’s purchase price to effect a forfeiture of unvested shares upon a termination of employment, the shares allocable to the terminated portion of such Incentive Award or such forfeited or repurchased shares shall result in an increase in the number of shares of Common Stock available for delivery under the Plan corresponding to the reduction originally made in respect of such Incentive Award and shall again be available for issuance under the Plan. Shares of Common Stock shall not be considered to have been issued under the Plan with respect to any portion of an Incentive Award (other than a Stand-Alone SAR or a Tandem SAR that may be settled in shares of Common Stock or cash) that is settled in cash. Shares withheld in satisfaction of tax withholding obligations shall not again become available for issuance under the Plan. Upon payment in shares of Common Stock pursuant to the exercise of a Stand-Alone SAR or a Tandem SAR, the number of shares available for issuance under the Plan shall be reduced by the gross number of shares for which such Incentive Award is exercised. If the exercise price of an Option is paid by tender to Del Monte, or attestation of ownership, of shares of Common Stock owned by the Participant, the number of shares available for issuance under the Plan shall be reduced by the gross number of shares for which the Option is exercised. Shares of Common Stock issued under the Plan may be either newly issued shares or treasury shares, as determined by the Committee.

(b) Mergers and Acquisitions Exception. Shares of Common Stock may be issued pursuant to Incentive Awards in connection with corporate acquisitions and mergers under Rule 303A.08 of the New York Stock Exchange Listed Company Manual, and any such issuance shall not reduce the number of shares of Common Stock available for issuance under the Plan.

(c) Payment Shares. Subject to the overall limitation in Section 3(a) on the number of shares of Common Stock that may be delivered under the Plan, the Committee may, in addition to granting Incentive Awards under Sections 6 through 9, use available shares of Common Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company, including those of any entity acquired by the Company.

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(d) Maximum Shares Per Participant. Subject to adjustment from time to time as provided in Section 10, no individual shall be eligible to be granted in the aggregate during any one fiscal year of the Company more than 2,000,000 shares of Common Stock pursuant to Options, Stand-Alone SARs, Tandem SARs, other Incentive Awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the Fair Market Value of a share of Common Stock on the date on which such Incentive Award is granted, or any other Incentive Award intended to qualify as performance-based compensation under Section 162(m) of the Code (other than Cash Performance Units, which shall be subject to the limitation set forth in Section 9(b)).