<PAGE>
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 Section 240.14a-11(c) or Section
240.14a-12
DOLE FOOD COMPANY, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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:
------------------------------------------------------------------------
<PAGE>
[INSERT LOGO]
DOLE FOOD COMPANY, INC.
31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
March 27, 1996
To the Stockholders of Dole Food Company, Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders of
Dole Food Company, Inc. (the "Company") which will be held at the Park Hyatt
Hotel, 2151 Avenue of the Stars, Los Angeles, California at 10:00 a.m. on
Thursday, May 9, 1996.
This booklet includes the Notice of Annual Meeting and the Proxy Statement,
which contain information about the formal business to be acted on by the
stockholders. The meeting will also feature a report on the operations of your
Company, followed by a question and discussion period.
We hope that you will be able to attend the meeting. However, whether or not
you plan to attend in person, please complete, sign, date and return the
enclosed proxy card(s) promptly to ensure that your shares will be represented.
If you do attend the meeting and wish to vote your shares personally, you may
revoke your proxy.
Sincerely yours,
[SIG]
David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
DOLE FOOD COMPANY, INC.
31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 9, 1996
------------------------
The Annual Meeting of Stockholders of DOLE FOOD COMPANY, INC. (the
"Company") will be held at the Park Hyatt Hotel, 2151 Avenue of the Stars, Los
Angeles, California at 10:00 a.m. on Thursday, May 9, 1996 for the following
purposes:
1. To elect seven (7) 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 an amendment to the Company's 1991 Stock Option and Award
Plan to increase the number of shares available under the Plan by
2,500,000 shares and to make certain other amendments to the Plan;
3. To approve the Company's Non-Employee Directors Deferred Stock and
Cash Compensation Plan;
4. To elect Arthur Andersen LLP as the Company's independent public
accountants and auditors for the 1996 fiscal year; and
5. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed March 22, 1996 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]
J. Brett Tibbitts
CORPORATE SECRETARY
March 27, 1996
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY CARD(S) AS PROMPTLY 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.
<PAGE>
DOLE FOOD COMPANY, INC.
31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is furnished to stockholders by the Board of Directors
of Dole Food Company, 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 Park Hyatt Hotel, 2151 Avenue of the Stars, Los Angeles, California
at 10:00 a.m. on Thursday, May 9, 1996, and at any adjournments thereof. The
Company's principal executive offices are located at 31365 Oak Crest Drive,
Westlake Village, California, and its telephone number is (818) 879-6600.
This Proxy Statement, Notice of Annual Meeting and the accompanying proxy
card(s) are being first mailed to stockholders on or about March 28, 1996. The
Company's 1995 Annual Report is being mailed to stockholders concurrently 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
The Board of Directors has fixed March 22, 1996 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,
59,991,726 shares of Common Stock of the Company ("Common Stock") were
outstanding and entitled to vote at the 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 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 accompanying
proxy card that is properly signed and returned to the Company and not revoked
will be voted in accordance with the instructions contained therein.
Any stockholder who gives a proxy has the power to revoke it at any time
before it is exercised by delivery to the Corporate Secretary of the Company,
either in person or by mail, of a written notice of revocation. 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 an
amendment to the Company's 1991 Stock Option and Award Plan to increase the
number of shares available under the Plan by 2,500,000 shares and to make
certain other amendments to the Plan, FOR the approval of the Company's
Non-Employee Directors Deferred Stock and Cash Compensation Plan, FOR the
election of Arthur Andersen LLP as the Company's independent public accountants
and auditors for the 1996 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, 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 election of Arthur Andersen LLP as the Company's independent public
accountants and auditors. Approval of
1
<PAGE>
the amendments to the Company's 1991 Stock Option and Award Plan and approval of
the Non-Employee Directors Deferred Stock and Cash Compensation Plan will
require the affirmative vote of the holders of at least a majority of the shares
of Common Stock outstanding on the record date.
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. The inspectors of election will treat shares represented by proxies
that reflect abstentions or include "broker non-votes" as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions or "broker non-votes" do not constitute a vote "for" or
"against" any matter and thus will be disregarded in any calculation of "votes
cast". Under Hawaii law, if a broker or nominee has indicated on the proxy that
it does not have discretionary authority to vote certain shares on a matter,
those shares will be treated as present and entitled to vote with respect to
that matter unless the broker also states that the shares are not to be deemed
present for that purpose.
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 in the accompanying proxy card.
Each share of Common Stock entitles the holder thereof to one vote on each
matter to be voted on at the Annual Meeting. Under the Company's By-Laws,
stockholders are not entitled to cumulate their votes in the election of
directors. The By-Laws also provide that the presiding officer at the meeting
may adjourn a meeting at which a quorum is present if a matter to be acted upon
at the meeting requires the affirmative vote of more than a majority of a quorum
at the meeting and the number of shares actually voted (and not abstaining) at
such meeting is insufficient to approve of such matter.
The Company's By-Laws 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 setting forth (i) the name, age, business
address and residence address of each such intended nominee; (ii) the principal
occupation or employment of each such intended nominee; (iii) the number of
shares of capital stock of the Company beneficially owned by each such intended
nominee; and (iv) 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. Such notice also must include a signed consent of each
such intended nominee to serve as a director of the Company, if elected. To be
timely, any such notice with respect to the upcoming Annual Meeting must be
delivered to the Corporate Secretary, Dole Food Company, Inc., 31365 Oak Crest
Drive, Westlake Village, California 91361, no later than April 9, 1996. Any such
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 By-Laws provide that if the Chairman of an Election Meeting
determines that a nomination was not made in accordance with the procedures set
forth in the By-Laws, such nomination shall be void.
2
<PAGE>
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's Common Stock as of February 29, 1996 (unless otherwise noted).
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP (1) CLASS (2)
- -------------------------------------------------------------------------- ------------- -------------
<S> <C> <C>
David H. Murdock ......................................................... 13,808,683(3) 22.9%
31365 Oak Crest Drive
Westlake Village, CA 91361
Oppenheimer Group, Inc. .................................................. 7,464,651(4) 12.4%
Oppenheimer Tower
World Financial Center
New York, NY 10281
FMR Corp. ................................................................ 4,306,499(5) 7.2%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ------------------------
(1) Unless otherwise indicated, 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 the number of
outstanding shares of Common Stock set forth under "General Information",
plus in the case of Mr. Murdock, stock options granted to him under the
Company's stock option plans to purchase 223,881 shares, which number
includes all such options that are exercisable within 60 days following
March 22, 1996.
(3) See "Security Ownership of Directors and Executive Officers".
(4) Based on a report on Schedule 13G dated on February 1, 1996, Oppenheimer
Group, Inc. and/or its affiliates had shared voting power and shared
dispositive power over all such shares.
(5) Based on a report on Schedule 13G dated February 14, 1996, FMR Corp. and/or
its affiliates had sole voting power over 189,499 of such shares and sole
dispositive power over all such shares.
3
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Articles of Association of the Company provide that the Board of
Directors shall consist of not less than five nor more than twenty persons, who
shall be elected for such terms as may be prescribed in the By-Laws of the
Company. The Company's By-Laws currently provide for seven (7) members of the
Board of Directors. The Board of Directors has recently voted to recommend the
election of the following individuals for a term of one year and until their
successors are duly elected and qualified.
Elaine L. Chao James F. Gary
Mike Curb Zoltan Merszei
David A. DeLorenzo David H. Murdock
Richard M. Ferry
Ms. Chao and Messrs. Curb, DeLorenzo, Ferry, Gary and Murdock were elected
by stockholders at the last Annual Meeting held on May 11, 1995. Mr. Merszei has
been nominated by the Board of Directors to serve as a director.
Unless authority to do so is withheld, the persons named in each proxy card
(or their substitutes) will vote the shares represented thereby FOR the election
of the director nominees named above. In case any of such nominees shall become
unable to serve or unavailable for election to the Board of Directors, 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 of the Board in accordance with their judgment.
The following brief statements contain biographical information with respect
to each of the nominees for election as a director, including their principal
occupations for at least the past five years, as of March 15, 1996.
<TABLE>
<CAPTION>
YEAR
ELECTED
AS A
NAME DIRECTOR AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ------------------------ ----------- --- ---------------------------------------------------------------------
<S> <C> <C> <C>
David H. Murdock 1985 72 Chairman of the Board, Chief Executive Officer and Director of the
Company since July 1985. Chairman of the Board, Chief Executive
Officer and Director of Castle & Cooke, Inc. since October 1995.
Since June 1982, Chairman of the Board and Chief Executive Officer
of Flexi-Van Corporation, 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 and in the manufacture of
textile-related products, and industrial and building products.
David A. DeLorenzo 1991 49 President and Chief Operating Officer of the Company since March
1996. President of Dole Food Company -- International from September
1993 to March 1996. Executive Vice President of the Company from
July 1990 to March 1996. Director of the Company since February
1991. President of Dole Fresh Fruit Company from September 1986 to
June 1992.
Elaine L. Chao 1993 42 President and Chief Executive Officer of United Way of America since
November 1992. Director of the United States Peace Corps from
October 1991 to November 1992.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR
ELECTED
AS A
NAME DIRECTOR AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ------------------------ ----------- --- ---------------------------------------------------------------------
Deputy Secretary of the United States Department of Transportation
from March 1989 to October 1991. Chairman of the United States
Federal Maritime Commission from March 1988 to March 1989. Deputy
Administrator of the United States Maritime Administration from
April 1986 to March 1988. Vice President -- Syndications of the Bank
America Capital Markets Group from November 1984 to April 1986.
<S> <C> <C> <C>
Mike Curb 1985 51 Chairman of the Board of Curb Records, Inc., a record company, and
Curb Entertainment International Corp., an entertainment company.
Mr. Curb served as Lieutenant Governor of the State of California
from 1978 to 1982, and served as Chairman of the National Conference
of Lieutenant Governors during 1982. Mr. Curb served as Chairman of
the Republican National Finance Committee from August 1982 to
January 1985. He is also a director of various community
organizations.
Richard M. Ferry 1991 58 Chairman of the Board and Director of Korn/Ferry International, Inc.,
an international executive search firm headquartered in New York
City and Los Angeles. Mr. Ferry also serves on the Board of
Directors of Avery Dennison Corporation and Pacific Mutual Life
Insurance Company, as well as a number of privately held and
not-for-profit corporations.
James F. Gary 1974 75 Chairman Emeritus of Pacific Resources, Inc., an energy company
headquartered in Honolulu ("PRI"). Mr. Gary was President and/or
Chairman and Chief Executive Officer of PRI and its predecessor from
1967 to 1984, and Chairman of the Board of PRI in 1985. He is Past
Chairman of the Hawaii Community Foundation and is Chairman of the
Board of Directors of Inter Island Petroleum, Inc., Hawkins Oil &
Gas, Inc., Kennedy Associates, Inc. and Episcopal Homes of Hawaii,
Inc. as well as several other privately held corporations and a
number of community organizations. He was a member of the University
of Hawaii Board of Regents from 1981 to 1989 and currently serves on
the Executive Council of Chaminade University.
Zoltan Merszei Nominee 73 Former Chairman, President and Chief Executive Officer of The Dow
Chemical Company (retired in 1979). Former Vice Chairman and
President of Occidental Petroleum Corporation (retired in 1989). Mr.
Merszei currently serves as a technical consultant to a variety of
United States and foreign corporations. Mr. Merszei also serves on
the Board of Directors of the Budd Company, Burlington Motor
Carriers, Inc., and Thyssen Henschel America, Inc.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES DESCRIBED ABOVE.
5
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
There are three standing committees of the Board of Directors: the
Executive, Finance and Nominating Committee, the Audit Committee and the
Corporate Compensation and Benefits Committee.
The present members of the Executive, Finance and Nominating Committee are
David H. Murdock, Chairman, Mike Curb and James F. Gary. The primary purposes of
the committee are (1) to exercise, during intervals between meetings of the
Board of Directors 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 for the Company; and (3) to deal with matters relating to the
directors of the Company. During the 1995 fiscal year, the committee did not
meet, but acted by unanimous written consent. The Executive, Finance and
Nominating Committee will consider nominees, if any, for the election to the
Board of Directors who are recommended by stockholders in accordance with the
provisions of the Company's By-Laws, which provisions are described above under
"General Information".
The Audit Committee is comprised entirely of directors who are not employees
or former employees of the Company. The present members of the Audit Committee
are James F. Gary, Chairman, Elaine L. Chao and Frank J. Hata. The Committee 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 internal audit staff. It meets periodically both with 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. During the 1995 fiscal year, the committee held six
meetings.
The Corporate Compensation and Benefits Committee (the "Compensation
Committee") is comprised entirely of directors who are not employees or former
employees of the Company. The present members of the Compensation Committee are
Richard M. Ferry, Chairman, Mike Curb and James F. Gary. This Committee is
responsible for reviewing the compensation and benefits policies and practices
of the Company and overseeing its employee stock and cash incentive plans.
During the 1995 fiscal year, the committee held five meetings.
MEETINGS OF THE BOARD OF DIRECTORS
During the 1995 fiscal year, there were eight meetings of the Board of
Directors. The incumbent directors attended at least 75% of the aggregate number
of meetings of the Board of Directors and of the committees on which they
served.
REMUNERATION 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. An annual retainer fee of $24,000, payable
in equal quarterly installments, is paid to each Non-Employee Director. An
additional fee of $2,000 is paid to each Non-Employee Director for each
regularly scheduled meeting of the Board of Directors attended, and a fee of
$500 is paid for each telephonic meeting of the Board of Directors in which the
Non-Employee Director participates. In addition, in 1995, Non-Employee Directors
who were members of the committees were compensated at the rate of $1,000 for
each meeting attended (except, no fee was paid for meetings held the day of, or
the day prior to, a Board of Directors meeting). On February 1, 1996, the Board
voted to pay Non-Employee Directors $1,000 for each committee meeting attended
regardless of whether the meeting is held the day of or the day prior to a Board
of Directors meeting and to pay the chairpersons of the Audit and Compensation
Committees an additional amount of $2,500 per year. This change will be
effective as of April 11, 1996.
6
<PAGE>
In 1995, Non-Employee Directors had the option of deferring the receipt of
their compensation and earning interest on the amounts deferred at an interest
rate of 7%. The Company proposes to replace the existing Board of Directors
Deferred Compensation Plan with a new Non-Employee Directors Deferred Stock and
Cash Compensation Plan as set forth in greater detail under Proposal 2. On
February 15, 1995, Non-Employee Directors received an annual grant of 1,500
options at an exercise price of $27.125 (the market price) pursuant to the
Non-Employee Directors Stock Option Plan approved by stockholders in 1995. Due
to the distribution to the Company's stockholders of the common stock of Castle
& Cooke, Inc., the Company's former real estate and resorts company, these
options were adjusted in January 1996 to 1,606 options per Non-Employee Director
at an exercise price of $25.32 (see footnote 3 to the "Option/SAR Grants In The
Last Fiscal Year" table for a discussion of this adjustment). The reasonable
expenses incurred by each Non-Employee Director in connection with his or her
duties as a director are also reimbursed by the Company, including the expenses
incurred by Non-Employee Directors' spouses in accompanying Non-Employee
Directors to one Board meeting each year. A Board member who is also an employee
of the Company does not receive compensation for service as a director.
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) by the Company's directors, its Named Executive Officers (as defined
under "Compensation of Executive Officers") and by all directors and executive
officers of the Company as a group, as of February 29, 1996.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER (1) OWNERSHIP (2) SHARES (3)
- --------------------------------------------------------------------- ------------------- ---------------
<S> <C> <C>
David H. Murdock..................................................... 13,808,683(4)(5) 22.9%
Elaine L. Chao....................................................... 806(6)(7) *
Mike Curb............................................................ 18,650(6)(8) *
David A. DeLorenzo................................................... 131,668(4)(10) *
Richard M. Ferry..................................................... 2,836(6) *
James F. Gary........................................................ 20,204(6)(9) *
Zoltan Merszei....................................................... 1,000(11) *
Gerald W. LaFleur.................................................... 51,062(4) *
Michael S. Karsner................................................... 18,854(4) *
J. Brett Tibbitts.................................................... 16,292(4) *
All Directors and Executive Officers as a Group
(14 Individuals).................................................... 14,134,402(4)(10) 23.4%
</TABLE>
- ------------------------
* Represents less than 1% of the class of securities.
(1) The mailing address for each of the individuals listed is Dole Food
Company, Inc., 31365 Oak Crest Drive, Westlake Village, California 91361.
(2) Unless otherwise indicated, each person has sole voting and dispositive
power with respect to the shares shown. Some directors and executive
officers share the voting and dispositive power over their shares with
their spouses as community property, joint tenants or tenants in common.
(3) The percentages set forth above are calculated on the basis of the number
of outstanding shares of Common Stock set forth under "General
Information", plus, where applicable all stock options granted under the
Company's stock option plans that are exercisable within 60 days following
March 22, 1996.
(4) 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
7
<PAGE>
March 22, 1996 or within 60 days thereafter: Mr. Murdock, 223,881; Mr.
DeLorenzo, 128,544; Mr. LaFleur, 46,062; Mr. Karsner, 17,854; Mr. Tibbitts,
15,281; and all directors and executive officers as a group, 484,893.
(5) 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 shares in the Company. His reported holdings include:
(1) 12,263,622 shares of Common Stock owned by David H. Murdock as Trustee
for the David H. Murdock Living Trust, dated May 28, 1986; (2) 1,240,310
shares of Common Stock owned by Flexi-Van Delaware, Inc., a corporation
indirectly wholly owned by Mr. Murdock; and (3) 80,870 shares of Common
Stock owned by or for the benefit of Mr. Murdock's children.
(6) The individuals indicated each beneficially own 536 shares of Common Stock
that were granted pursuant to the Company's Non-Employee Directors Stock
Option Plan and that may be purchased upon the exercise of stock options
exercisable on March 22, 1996 or within sixty (60) days thereafter.
(7) Reported holdings include 175 shares held in Ms. Chao's profit sharing plan
and 95 shares held in Ms. Chao's money purchase account.
(8) Reported holdings include 400 shares of Common Stock held by Mr. Curb as
custodian for the benefit of his children.
(9) Reported holdings include 2,000 shares of Common Stock held in Mr. Gary's
pension plan and 700 shares of Common Stock held by Mr. Gary's wife.
(10) Reported holdings include shares of Common Stock held for certain officers
by the Company's Tax Deferred Investment Plan pursuant to Section 401(k) of
the Internal Revenue Code of 1986 as amended ("Internal Revenue Code").
(11) Mr. Merszei, a nominee for director, bought such shares of Common Stock on
March 27, 1996.
8
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth for the Company's fiscal years ended December
30, 1995, December 31, 1994, and January 1, 1994 in prescribed format, the
compensation for services in all capacities to the Company and its subsidiaries
of those persons who were at December 30, 1995: the Chief Executive Officer and
the other four most highly compensated executive officers of the Company and its
subsidiaries (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARDS
ANNUAL COMPENSATION ---------------------------------------
-------------------------------------------- RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $(1) COMP. $(2) AWARD(S) $ OPTIONS (#)(3) COMP.(4)
- ---------------------------------------- ---- ---------- ---------- ------------- ---------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
David H. Murdock (5) 1995 $ 700,000 $787,500 $ 0 55,595 $ 0
Chairman & CEO 1994 $1,000,013 $ 0 $ 0 44,990 $ 0
Dole Food Company, Inc. 1993 $ 932,310 $450,000 $ 0 163,563(6) $ 0
David A. DeLorenzo (7) 1995 $ 500,000 $375,000 $228,324(8) $ 0 23,780 $4,500
Executive V.P. 1994 $ 500,000 $ 0 $241,519(8) $ 0 16,068 $4,500
Dole Food Company, Inc. & 1993 $ 500,000 $187,500 $237,515(8) $ 0 16,068 $4,497
President, Dole Food
Company -- International
Gerald W. LaFleur (5) 1995 $ 500,000 $300,000 $ 0 23,780 $4,500
Executive V.P. 1994 $ 500,000 $ 0 $ 0 4,820 $4,500
Dole Food Company, Inc. 1993 $ 500,000 $187,500 $ 0 16,068 $4,497
Michael S. Karsner (9) 1995 $ 272,115 $165,000 $ 61,213(10) $ 0 10,390 $4,500
V.P., Treasurer and 1994 $ 235,577 $ 35,000 $ 58,309(11) $ 0 26,780(9) $ 0
Chief Financial Officer 1993 N/A N/A N/A N/A N/A N/A
Dole Food Company, Inc.
J. Brett Tibbitts (12) 1995 $ 206,154 $132,000 $ 0 8,034 $4,500
V.P., Corporate General Counsel & 1994 $ 173,462 $ 25,000 $ 0 4,284 $4,500
Corporate Secretary, Dole Food Company, 1993 $ 155,000 $ 50,000 $ 0 4,284 $4,497
Inc.
</TABLE>
- ------------------------
(1) Bonus amounts shown reflect payments made in the subsequent year with
respect to performance for the identified year.
(2) Does not include perquisites which total the lesser of $50,000 or 10% of
the reported annual salary and bonus for any year.
(3) Reflects outstanding stock option grants as adjusted in January 1996 due to
the distribution to the Company's stockholders of the common stock of
Castle & Cooke, Inc., the Company's former real estate and resorts company.
(See footnote 3 to the table entitled "Option/SAR Grants In The Last Fiscal
Year" at page 11. )
(4) 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
the Company's defined benefit pension plan, see "Pension Plans".
(5) Mr. Murdock and Mr. LaFleur also hold positions with certain business
entities owned by Mr. Murdock that are not controlled directly or
indirectly by the Company, which other entities pay compensation and
provide fringe benefits to them for their services to the other entities.
Mr. Murdock is also Chairman and Chief Executive Officer of Castle & Cooke,
Inc. which pays compensation and benefits to him. Each such officer devotes
to the Company the time that is necessary for the effective conduct of his
duties. The Audit Committee of the Board of Directors has approved such
other employment arrangements with respect to each such officer.
9
<PAGE>
Mr. Murdock was also Chairman and Chief Executive Officer of Castle & Cooke
Homes, Inc., which was an 82%-owned subsidiary of the Company from March
1993 through December 1994 ("CKI") and which paid $332,310 and $323,090 of
the aggregate salary amounts reported for fiscal years 1993 and 1994,
respectively.
(6) This number represents an aggregate number of options to purchase Company
Common Stock granted under the Company's 1991 Stock Option and Award Plan
(as amended) and to purchase CKI common stock granted under the CKI Stock
Option and Award Plan (the "CKI Plan") in March 1993. The amounts for Mr.
Murdock were 38,563 Company options, as adjusted (see footnote 3) and
125,000 CKI options. The original vesting schedule for the CKI options was
accelerated in 1994 due to the Company's tender offer for the publicly held
CKI stock.
(7) Mr. DeLorenzo was promoted to the position of President and Chief Operating
Officer of the Company in March 1996.
(8) The reported amounts include: (a) a pre-tax "gross up" of $228,324 for
1995, $241,519 for 1994, and $237,515 for 1993 associated with Mr.
DeLorenzo's relocation loan in 1991, and inclusive within such amounts, (b)
imputed interest on the balance of that loan of $15,620 for 1995, $23,430
for 1994, and $31,240 for 1993 (representing an imputed rate of 7.81% per
annum, the applicable federal rate at the time the loan was made). However,
Mr. DeLorenzo received no cash compensation associated with such imputed
interest, and such amounts are not considered additional taxable
compensation to Mr. DeLorenzo under the Internal Revenue Code. See
"Certain Transactions -- Relocation Transactions".
(9) Mr. Karsner commenced employment with the Company in January 1994. As part
of the employment offer, Mr. Karsner received an initial grant of 26,780
options, as adjusted (see footnote 3). Mr. Karsner was promoted to his
present position in February 1995.
(10) In January 1994, the Company extended Mr. Karsner a loan in the amount of
$100,000 in connection with his relocation to California. Amount reported
includes $50,000 of the loan amount that was forgiven on his first
anniversary with the Company in January 1995. See "Certain Transactions --
Relocation Transactions."
(11) The Company paid Mr. Karsner $58,309, including a tax gross up, for
relocation expenses associated with his move from Maryland to California in
January 1994 to assume his position with the Company.
(12) Mr. Tibbitts received promotions in May 1994 and October 1995.
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
EMPLOYMENT AGREEMENT
Mr. LaFleur has an employment agreement with the Company that was entered
into when he joined the Company in 1991. This agreement provides for a minimum
annual base salary of $500,000 through June 1996. Commencing July 1996, Mr.
LaFleur will receive annual payments (the "Annual Retirement Payments") of
$250,000 (reduced by amounts he receives under any other Company pension,
retirement or disability plan) for the greater of his lifetime or ten years. If,
prior to June 30, 1996, Mr. LaFleur's employment is terminated by the Company
with "cause" or by Mr. LaFleur without "good reason" (as such terms are defined
in the agreement), he will not receive the Annual Retirement Payments. If, prior
to June 30, 1996, Mr. LaFleur's employment is terminated by the Company without
"cause" or by Mr. LaFleur with "good reason", he will receive a severance
payment equal to one year's base salary and will receive the Annual Retirement
Payments.
10
<PAGE>
BENEFIT PLANS
Some of the Company's benefit plans (including the 1991 Stock Option and
Award Plan, the Annual Incentive Plan ("AIP") and the Long Term Incentive Plan
("LTIP") provide for an acceleration of benefits and various other customary
adjustments if a change in control or other reorganization occurs. Pursuant to
the AIP and LTIP plans, if a participant's employment is terminated for certain
reasons, pro-rata payments may be made prior to the completion of the applicable
year or cycle, provided the Compensation Committee determines that the
applicable performance goals have been met through the date of such termination
or event and provided that the amount of any early payout is proportionately
reduced to reflect the time of early payout.
RELOCATION AGREEMENT
See "Certain Transactions -- Relocation Transactions" with respect to
certain relocation benefits.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
------------------------------------------------------------------ AT ASSUMED ANNUAL
NUMBER OF PERCENT OF TOTAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM (1)(2)
OPTIONS/SARS EMPLOYEES IN LAST BASE PRICE EXPIRATION ----------------------------------
NAME GRANTED (#)(3)(4) FISCAL YEAR ($/SH)(3)(4) DATE (5) 0% ($) 5% ($) 10% ($)
- ------------------- ----------------- ------------------- ------------- ----------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
David H. Murdock 55,595 9.02% $ 25.32 2/14/05 $ 0 $ 885,072 $2,243,258
David A. DeLorenzo 23,780 3.86% $ 25.32 2/14/05 $ 0 $ 378,578 $ 959,523
Gerald W. LaFleur 23,780 3.86% $ 25.32 2/14/05 $ 0 $ 378,578 $ 959,523
Michael S. Karsner 10,390 1.69% $ 25.32 2/14/05 $ 0 $ 165,409 $ 419,237
J. Brett Tibbitts 8,034 1.30% $ 25.32 2/14/05 $ 0 $ 127,901 $ 324,172
* Fair Market Value of Common Stock on December 29, 1995 was $35.00, the last trading day of the year.
All option amounts and prices have been adjusted pursuant to the antidilution provisions of the 1991 Plan as a result of
the December 28, 1995 distribution to the Company's stockholders of the common stock of Castle & Cooke, Inc.
</TABLE>
- ------------------------------
(1) The total gain to all stockholders would be $955,068,278 at 5% annual
appreciation and $2,420,666,144 at 10% annual appreciation. The gain for
all such officers represents less than 1% of the gain to all stockholders.
(2) 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 footnote 4 below, the terms of the option grants require a 20%
increase over the exercise price before any vesting occurs. Such 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. The Company did not use an alternative formula to attempt
to value options at the date of grant, as management is not aware of any
formula which determines with reasonable accuracy a present value of
options of the type granted to the optionees.
(3) Stock options were granted under the Company's 1991 Stock Option and Award
Plan, as amended (the "1991 Plan"). Options under the 1991 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 1991 Plan may be
exercised within a period of twelve months following a termination by
reason of death, disability or retirement, and three months following a
termination for other reasons. The 1991 Plan permits the Compensation
Committee, which administers the 1991 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.
Under the 1991 Plan, if there is a change in control of the Company (as
defined in the 1991 Plan), all options become immediately exercisable. The
amount of options and exercise price of the above option grants and all
option grants outstanding under the 1991 Plan and the 1982 Plan (see
footnote 2 on page 12) were adjusted in January 1996 due to the December
28, 1995 distribution to the Company's stockholders of the common stock of
Castle & Cooke, Inc., the Company's former real estate and resorts company.
The amount and pricing provisions of the outstanding option grants were
adjusted according to a formula which preserved the economic value of such
options prior to the distribution and which was based upon the average
trading prices of the Common Stock during the five trading days before and
after the distribution date. The original number of shares subject to each
option was multiplied by 1.0712 and the original exercise price was divided
by
11
<PAGE>
1.0712. The intended purpose of the formula was not to increase or decrease
benefits existing under the outstanding option grants. The other vesting
provisions and remaining duration of the adjusted options remained the same
as provided for under the terms of the original grants.
(4) Options vest according to a schedule reflecting specific stock appreciation
hurdles. Except as noted, none of the options set forth in the table vest
until the stock price reaches $30.46, or slightly more than a 20% increase
over the exercise price. Options will vest in 25% increments upon achieving
or exceeding specified price hurdles (ranging from $30.46 to $34.20) for a
period of thirty (30) consecutive trading days. To preserve the favorable
accounting treatment generally associated with these stock option grants,
any options which have not vested by the tenth year following the grant
will become fully vested three (3) months before the end of the ten (10)
year term.
(5) Options were granted for a term of ten (10) years, subject to earlier
termination in certain events such as termination of employment (see
footnote 3 above).
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS
FY-END (#)* AT FY-END ($)*
SHARES ------------------ ----------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE (#) UNEXERCISABLE ($)(3)
- ----------------------------- ------------ ------------- ------------------ ----------------------
<S> <C> <C> <C> <C>
David H. Murdock (1)(2) 300,000 $ 5,737,500 196,030/98,442 $757,860/$828,239
David A. DeLorenzo (2) 0 0 117,832/39,848 $475,463/$336,904
Gerald W. LaFleur (2) 0 0 39,099/32,349 $56,413/$277,452
Michael S. Karsner (2) 0 0 8,927/28,243 $65,560/$231,667
J. Brett Tibbitts (2) 0 0 13,175/12,318 $66,323/$106,217
* Option amounts and exercise prices have been adjusted pursuant to the antidilution provisions of the
1982 Stock Option and Award Plan (the "1982 Plan") and the 1991 Plan as a result of the December 28,
1995 distribution to the Company's stockholders of the common stock of Castle & Cooke, Inc.
</TABLE>
- ------------------------
(1) Mr. Murdock received a stock option grant of 300,000 options at $10.00 per
share when he became Chairman and Chief Executive Officer of the Company in
July 1985. The $10.00 per share grant price was the fair market value of the
Company's Common Stock at the date of grant. Mr. Murdock exercised these
options in June 1995, prior to the end of their ten-year term. Mr. Murdock
did not sell the stock underlying any of the options, but bought and holds
the 300,000 shares of Common Stock underlying those options. This exercise
was completed prior to the adjustment made to outstanding options in January
1996 due to the distribution to the Company's stockholders of the common
stock of Castle & Cooke, Inc., the Company's former real estate and resorts
company. (See footnote 3 to the table entitled "Option/SAR Grants In The
Last Fiscal Year" on page 11.)
(2) The Company has two stock option plans under which awards are outstanding:
the 1982 Plan and the 1991 Plan. Options under the 1991 Plan are described
in footnote 3 to the table entitled "Option Grants In The Last Fiscal Year".
All options available under the 1982 Plan have been granted. Vested options
under the 1982 Plan may result in payments following 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. Options under the 1982
Plan may be exercised within a period of twelve months following a
disability, by the optionee's estate at any time the option could have been
exercised by the optionee (if the optionee dies while an employee of the
Company) and within a period of three months following a termination for all
other reasons. Under the 1982 Plan, if there is a change in control of the
Company (as defined in the 1982 Plan), all options become immediately
exercisable. (See footnote 3 to the table entitled "Option/SAR Grants In The
Last Fiscal Year" on page 11.)
12
<PAGE>
(3) This amount represents solely the difference between the market value
($35.00) on the last trading day of the year, December 29, 1995, 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 the
options. No assumptions or representations regarding the "value" of such
options are made or intended.
PENSION PLANS
The Company maintains a number of noncontributory pension plans which
provide 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
salaried, non-union employees of the Company on U.S. payrolls, including
executive officers of the Company. Each plan provides a monthly pension to
supplement personal savings and Social Security benefits. The following table
shows the estimated annual benefits payable under the Company's corporate
pension plan in which the Named Executive Officers participated in 1995:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- -------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$300,000................. $ 49,500 $ 70,950 $ 92,400 $ 113,850 $ 135,300
$400,000................. $ 66,000 $ 94,600 $ 123,200 $ 151,800 $ 180,400
$500,000................. $ 82,500 $ 118,250 $ 154,000 $ 189,750 $ 225,500
$600,000................. $ 99,000 $ 141,900 $ 184,800 $ 227,700 $ 270,600
$700,000................. $ 115,500 $ 165,550 $ 215,600 $ 265,650 $ 315,700
$800,000................. $ 132,000 $ 189,200 $ 246,400 $ 303,600 $ 360,800
$900,000................. $ 148,500 $ 212,850 $ 277,200 $ 341,550 $ 405,900
$1,000,000................ $ 165,000 $ 236,500 $ 308,000 $ 379,500 $ 451,000
$1,100,000................ $ 181,500 $ 260,150 $ 338,800 $ 417,450 $ 496,100
$1,200,000................ $ 198,000 $ 283,800 $ 369,600 $ 455,400 $ 541,200
$1,300,000................ $ 214,500 $ 307,450 $ 400,400 $ 493,350 $ 586,300
$1,400,000................ $ 231,000 $ 331,100 $ 431,200 $ 531,300 $ 631,400
$1,500,000................ $ 247,500 $ 354,750 $ 462,000 $ 569,250 $ 676,500
</TABLE>
The above table shows the estimated annual retirement benefits payable as
straight life annuities without offsets for Social Security or other amounts
under this plan, assuming normal retirement at age 65, to persons in specified
compensation and years of service classifications. The plan covers the following
types of compensation paid by the Company: base pay, bonus, performance
incentives (if any) and severance pay.
Each year's 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 March 31, 1992 under the prior benefit formula serve as minimum
entitlements. The credited years of service and ages as of December 31, 1995 for
individuals named in the Summary Compensation Table are as follows: Mr. Murdock
(age 72) -- 10 years; Mr. DeLorenzo (age 49) -- 25 years; Mr. LaFleur (age 63)
- -- 4 years; Mr. Karsner (age 37) -- 2 years; and Mr. Tibbitts (age 40) -- 8
years. Assuming these individuals remain employed by the Company until age 65
(or later) and continue to receive compensation equal to their 1995 compensation
from the Company, their annual retirement benefits at age 65 will approximate:
Mr. DeLorenzo -- $274,925; Mr. LaFleur -- $250,000 (see "Employment, Severance
and Change of Control Agreements"); Mr. Karsner -- $114,706; and Mr. Tibbitts --
$95,987. As required by the Internal Revenue Code, Mr. Murdock, who is presently
over the age of 70 1/2, is receiving his current annual retirement benefit under
the pension plan of $208,604 (see below).
13
<PAGE>
Generally, the Internal Revenue Code places an annual maximum limit of
$120,000 (at December 31, 1995) on the benefits available to an individual under
the Company's pension plans. Furthermore, effective January 1, 1994, the
Internal Revenue Code places an annual maximum limit of $150,000 (adjusted for
inflation) on compensation which may be considered in determining a
participant's benefit under qualified retirement programs. If an individual's
benefit under a plan exceeds the $120,000 limit or compensation exceeds the
$150,000 limit, the excess will be paid by the Company from an unfunded excess
and supplemental benefit plan. Effective January 1, 1994, future pension benefit
accruals for a number of key management employees, including individuals named
in the Summary Compensation Table, are provided exclusively from an unfunded
excess and supplemental benefit plan.
CERTAIN TRANSACTIONS
RELOCATION TRANSACTIONS
In connection with the Company's promotion of Mr. DeLorenzo in 1991 and to
induce him to move to California to assume his new responsibilities, the Company
made him a $500,000 secured, interest free relocation loan (payable in five
equal annual installments) to assist him in the purchase of a home. The
principal balance of the loan at January 1, 1995 and January 1, 1996 was
$200,000 and $100,000 respectively. In connection with this promotion and
transfer, the Company also agreed to pay Mr. DeLorenzo annual compensation in
addition to his base salary in an after-tax amount of $100,000 per year for five
years commencing with a payment in September 1992. The balance of this
commitment (as well as the balance of the loan) is payable in a lump sum
following a termination of his employment by reason of his death, disability or
resignation following a change in duties or a termination by the Company without
"cause". If his employment terminates for other reasons, the Company's
obligation generally is limited to a pro-rata payment proportionate to the
period of service.
In connection with Mr. Karsner's employment with the Company on January 24,
1994, and to induce him to relocate, the Company made him a $100,000 loan. The
principal balance on the loan at January 1, 1995 and January 1, 1996 was
$100,000 and $50,000, respectively. $50,000 of the loan amount was forgiven on
his first employment anniversary date, and the remaining $50,000 was forgiven on
his second employment anniversary date in January 1996. The accrued interest on
the loan will be forgiven in 1996.
TRANSACTIONS WITH CASTLE & COOKE, INC.
On December 28, 1995, the Company distributed to stockholders all of the
common stock of Castle & Cooke, Inc., ("Castle"), the Company's former real
estate and resorts operations. Mr. Murdock is also Chairman and Chief Executive
Officer of Castle and beneficially owns approximately 23% of its outstanding
common stock. In contemplation of the stock distribution, the Company and Castle
entered into a number of agreements in order to effect the transfer of the real
estate and resorts business and related liabilities to Castle and to address
certain ongoing business relationships between the two companies.
As partial consideration to the Company for the real estate and resorts
business, Castle issued to the Company two promissory notes, one in the
principal amount of $200 million and the other in the principal amount of $10
million. Castle paid off the $200 million note in December 1995. The $10 million
note is payable in December 2000, and bears interest at the rate of 7% per
annum, payable quarterly. As further partial consideration, Castle issued to the
Company 3,500 shares of cumulative preferred stock in Castle, which Dole sold
for $35 million in December 1995.
OTHER TRANSACTIONS
David H. Murdock, the Company's Chairman and Chief Executive Officer, owns a
transportation equipment leasing company, a private dining club and private
country club, which supply products and provide services to numerous customers
and patrons. During fiscal 1995, these businesses were paid $1,072,578 for
products and services supplied directly or indirectly to the Company. During
fiscal 1995, Dole also paid $63,067 for the management of office buildings and
apartment complexes owned
14
<PAGE>
by the Company to a real estate management company owned by Mr. Murdock. Mr.
Murdock paid the Company $100,789 in connection with his use of a company-owned
jet for personal purposes during fiscal 1995. Such transactions in which Mr.
Murdock or his affiliates had an interest were reviewed by the Audit Committee
of the Board of Directors, which determined that the terms of each transaction
were substantially the same as those that could have been obtained from
unaffiliated third parties.
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 INTO ANY SUCH FILINGS OR ANY FUTURE FILINGS, EXCEPT TO THE EXTENT THE
COMPANY EXPRESSLY INCORPORATES SUCH REPORT OR GRAPH BY REFERENCE THEREIN. 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 relate the compensation of the
Company's executive officers to measures of Company performance that contribute
to increased value for the Company's stockholders.
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 must be contingent upon the performance of
each executive officer against financial and strategic performance goals
- The Company's compensation policies must enable the Company to attract and
retain top quality management
The Compensation Committee (the "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 Committee also retains
the services of a qualified compensation consulting firm to provide
recommendations 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.
The United States Internal Revenue Service has promulgated regulations
affecting all publicly held United States corporations (the "162(m)
Regulations") that interpret limits on the tax deductibility of compensation in
excess of $1 million per year for certain executive officers. The Compensation
Committee considers the 162(m) Regulations as one of the factors it reviews with
respect to compensation matters. In 1994, the Company submitted the performance
goals and material terms of the Company's Annual Incentive Plan and Long Term
Incentive Plan (collectively, the "Plans") to stockholders for approval in an
effort to assure the deductibility of this performance based compensation under
the 162(m) Regulations. (These Plans were approved by stockholders at that
time.) The Compensation Committee, generally speaking, intends to limit
compensation to amounts deductible under the Code, and the Committee believes
that all compensation paid to executive officers in 1995 is deductible under the
Code. However, changes in the tax laws or interpretations, other priorities or
special circumstances may result in or warrant exceptions.
15
<PAGE>
EXECUTIVE STOCK OWNERSHIP GUIDELINES
To further support the Company's goal of achieving a strong link between
stockholder and executive interests, the Company has adopted stock ownership
guidelines for senior executives. Senior executives will be asked to make (over
a three to five year period of time) and hold investments in Company stock or
stock equivalents valued at between 50% to 100% of their base salaries.
Unexercised stock options will not be counted for purposes of meeting the
ownership guidelines. Guidelines generally will apply to all vice presidents and
above, with ownership targets increasing with level of responsibility.
EXECUTIVE COMPENSATION COMPONENTS
The Company annually evaluates the competitiveness of its executive
compensation program (base salary, annual bonus, and long-term incentives)
relative to comparable publicly-traded companies.
A group of 14 food-processing companies (or "peer group") has been used for
each of the past four annual reviews of compensation for proxy-named officers.
The compensation peer group was identified by the Committee's executive
compensation consulting firm through a comparability screening process that
considered such variables as revenue size, product line diversity, and
geographic scope of operation. Nine of the companies in the S&P Foods Index met
the comparability screening criteria and are included in the compensation peer
group.
Broader published surveys of food processing companies, as well as industry
in general, are used to evaluate the competitiveness of total compensation for
other Company executives.
Based on an analysis conducted by the Committee's executive compensation
consultant in 1995, the aggregate pay package for executive officers of the
Company, consisting of salary, annual bonus, stock options, and a long-term cash
incentive, generally falls between the 50th and 75th percentile of the Company's
peers. Generally speaking, 75th percentile pay levels can only be achieved if
the Company's aggressive goals associated with its incentive compensation plans
are attained. Pay levels for each executive officer other than the Chairman and
CEO largely reflect the recommendation of the Chairman and CEO based on
individual experience and breadth of knowledge, internal equity considerations,
and other subjective factors. The pay package for the Chairman and CEO for 1995
was based on deliberations of the Compensation Committee of the Company (and for
fiscal years 1993 and 1994, the Compensation Committee took into account the
actions of the Castle & Cooke Homes, Inc. Compensation Committee with respect to
compensation related to Mr. Murdock's chairmanship of that company), as
described below under "CEO Compensation".
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
management (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 subjective factors.
Increases to base salary are determined primarily on the basis of
individual performance and contribution to the Company and involve the
application of both quantifiable and subjective criteria. Salary reviews
for senior executives typically occur at intervals greater than twelve
months. Two of the officers named in the Summary Compensation Table
received a base salary increase in 1995 due to promotions.
- ANNUAL INCENTIVES. The Company relies to a large degree on annual
incentive compensation to attract and retain executive officers of
outstanding abilities and to motivate them to perform to the full extent
of these abilities.
16
<PAGE>
Executive officers are eligible to participate in either the Annual
Incentive Plan (approved by stockholders in 1994 to assure the continued
deductibility to the Company of certain cash compensation to persons named
in the Summary Compensation Table) or a similar incentive plan for a
broader group of officers (hereafter, both plans are referred to as
"AIP"). While comparable in most respects, features of the
stockholder-approved AIP are more rigidly defined than other incentive
plans sponsored by the Company, in an effort to satisfy the requirements
for deductibility under the 162(m) Regulations. All individuals listed on
the Summary Compensation Table are eligible to participate in the
stockholder-approved AIP.
Bonus opportunities for executive officers, as a percentage of base
salary, range from 25% to 75% (37.5% to 112.5% for the Chairman and CEO),
depending on the Company's performance relative to performance targets set
in the first quarter of the applicable year. Bonuses are payable only if
the specified minimum level of performance is realized and may be
increased to maximum levels only if substantially higher performance
levels are attained. Specific target percentages for each individual are
determined on the basis of competitive bonus levels (as a percent of
salary), level of responsibility, and other subjective factors.
Generally speaking, each individual's maximum annual cash bonus equals
1.5x his or her target award level. The maximum bonus is payable only if
exceptional Company and/or divisional performance levels against
pre-determined goals are achieved.
In 1995, the bonus opportunity for executive officers was based upon
either one or a combination of the following performance factors: (1)
earnings before taxes ("EBT") on a consolidated or business unit level,
and/or (2) EBT for the year divided by the average amount of business unit
net investment during the year ("EBT/ROI"). An individual's performance
factors were based upon the Committee's subjective assessment of the
individual's ability to influence the results on either a corporate or
business unit level. Based upon 1995 results, the executive officers named
in the Summary Cash Compensation Table received from 1.2x to 1.5x their
target award level.
- LONG-TERM INCENTIVES. The Company provides two forms of long-term
incentive opportunity for senior executives: stock options and a cash
long-term incentive plan, both of which have been approved by
stockholders. In contrast to bonuses that are paid for prior year
accomplishments, stock option grants represent incentives tied to future
stock appreciation. Stock options are granted periodically to provide
executives and managers with a direct incentive to enhance the value of
the Common Stock. Historically, awards have been granted at the fair
market value of the Common Stock on the date of grant and have generally
vested over a three-year period with a term of ten years.
In 1995, the Company modified its typical installment vesting schedule to
impose specific stock appreciation hurdles for senior management. None of
these 1995 options will vest until the stock price reaches certain stock
price targets (see table entitled "Option/SAR Grants In The Last Fiscal
Year" at page 11). Options will vest in 25% increments upon achieving or
exceeding each specified price hurdle for a period of thirty consecutive
trading days. To preserve the favorable accounting treatment generally
associated with these stock option grants, options will become fully
vested three months before the end of their ten-year terms if the
individual is still employed by the Company.
Options are granted at the discretion of the Committee (based
substantially on recommendations of the Chairman and CEO as to grants for
other officers) to key management positions above a specified salary
level. Guidelines for the size of each grant are generally based on a
multiple of base salary divided by the fair market value of the stock at
date of grant, and are consistent with competitive pay practices.
In 1995, guidelines for stock option multiples (which ranged from 0.3x to
2x salary) were derived from a combination of competitive market data and
subjective judgment. In general,
17
<PAGE>
the multiples for individual positions 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 grants also 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
when making stock option awards. Individual option grant multiples in 1995
generally were targeted at the median of peer companies.
Due to the December 1995 distribution to the Company's stockholders of the
common stock of Castle & Cooke, Inc., the Company's former real estate and
resort operations, the exercise price and the number of shares subject to
then outstanding option grants were adjusted to preserve the economic
value of such options prior to the distribution. There were no intended
increases (or decreases) in existing economic benefits, and the vesting
provisions and remaining duration of those options remain the same as
provided for under the terms of the original grants.
In February 1996, the Committee approved stock option grants for certain
senior operating executives, including the Chairman and CEO and the
President of Dole Food Company -- International, that were approximately
twice the amounts approved in February 1995. This grant was intended to
reward participants for the Company's outstanding achievements during 1995
and to promote continued growth in stockholder value. When combined with
salary and target bonuses, the value of these 1996 grants generate total
compensation at approximately the 75th percentile of peer companies.
Proxy-named officers also participate in the Long-Term Incentive Plan. The
1995 fiscal year represents the second year of a three year performance
cycle under this Plan, which is designed to reward executives for
achieving long-term, steady EBT growth that is expected to translate into
significant share price appreciation over time. Under ordinary
circumstances, no payments will be determined or made prior to the end of
the 1994-1996 performance cycle.
CEO COMPENSATION
Mr. Murdock's base salary did not change in 1995.
Under the terms of the stockholder-approved AIP, Mr. Murdock is eligible for
an annual bonus ranging from 37.5% to 112.5% of base salary. Mr. Murdock's total
1995 bonus opportunity was based on the following formula: 50% on corporate EBT,
25% on the EBT/ROI of the international operations of the food company and 25%
on the EBT/ROI of the North American operations of the food company. Based upon
1995 results, Mr. Murdock was eligible for and received the maximum bonus
payable under the formula provisions of the plan.
Acting on the recommendation of the Committee's consultant, in February
1995, the Committee approved a stock option grant for Mr. Murdock in the amount
of 51,900 options. As a result of the distribution to stockholders of the
Company's real estate and resort operations in December 1995, this stock option
grant was adjusted to a total of 55,595 options in January 1996 (see above
discussion "Long Term Incentives"). This grant was made at fair market value on
the date of grant as part of the normal grant process, reflecting a salary
multiple of two (which is equivalent to the median multiple for CEOs within the
food processing peer group).
18
<PAGE>
Mr. Murdock participates in the Long Term Incentive Plan, approved by
stockholders in 1994, as described under Long Term Incentives above.
The Corporate Compensation and Benefits Committee
Richard M. Ferry, Chairman
Mike Curb
James F. Gary
PERFORMANCE GRAPH
The following graph indicates the performance of the cumulative total return
to the stockholders of the Company's Common Stock (including reinvested
dividends) during the previous five years in comparison to the cumulative total
return on the Standard & Poor's 500 Stock Index and the Standard & Poor's Foods
Index.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLE FOOD COMPANY S&P 500 S&P FOODS INDEX
<S> <C> <C> <C>
1990 100 100 100
1991 124 130 146
1992 112 140 145
1993 94 154 133
1994 82 156 149
1995 145 215 190
</TABLE>
- ------------------------
Assumes $100 invested on December 31, 1990 in Dole Food Company Common Stock,
the Standard & Poor's 500 Stock Index and the Standard & Poor's Foods Index and
assumes reinvestment of dividends at frequency with which dividends are paid.
19
<PAGE>
PROPOSAL 2
ADOPTION OF AMENDMENTS TO AND RESTATEMENT OF THE
COMPANY'S 1991 STOCK OPTION AND AWARD PLAN, AS AMENDED
Since 1991, the 1991 Stock Option and Award Plan (the "1991 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 15,
1996, only 627,019 shares (plus shares which could become available if
outstanding Awards fail to vest or be exercised) remain available for additional
options and other Awards under the 1991 Plan.
On February 1, 1996, the Board of Directors adopted, subject to stockholder
approval, the Amended and Restated 1991 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 key employees (including executive officers) by providing them long-term
incentives to improve the financial performance of the Company.
SUMMARY OF THE RESTATED PLAN
The 1991 Plan is proposed to be amended to: increase by 2,500,000 shares the
number of shares available under the Plan; enhance the authority of the
Committee to amend and settle outstanding Awards and extend post-termination
exercise periods; include individual annual grant limits on the aggregate amount
of Stock Options ("Options"), Stock Appreciation Rights ("SARs") and other stock
Awards to conform to the requirements of the 162(m) Regulations (see page 15 for
a discussion of the 162(m) Regulations) and add provisions for performance-based
share awards under the 162(m) Regulations other than options and SARs; conform
the minimum vesting period under ordinary circumstances to six months for all
Awards; permit the grant of SARs, including limited SARs, related to (but not
necessarily concurrently with) another Award; refine change in control and
reorganization adjustment and antidilution provisions to avoid unintended
distinctions attributable merely to the form of a transaction; authorize
donative transfers of Awards (subject to the Committee's consent) for limited
estate planning or similar purposes and authorize other Awards that do not
satisfy the requirements for exemption under Rule 16b-3. In addition, various
editorial and technical refinements have been made.
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. This
summary is qualified in its entirety by reference to the complete text of the
Restated Plan, a copy of which is available on request to the Corporate
Secretary's Office, at the address set forth on the cover page. Telephone
requests should be directed to (818) 879-6600, ext. 6814.
ADMINISTRATION. The Restated Plan will continue to be administered by the
Compensation Committee (sometimes, the "Committee") consisting of two or more
members of the Board of Directors, each of whom must be 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 key 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 to any
individual will be 750,000 shares. The annual individual grant limit for each of
these types (options, SARs and other) of Awards is for 500,000 shares.
Approximately 200 officers and employees are currently eligible to participate
under the Restated Plan.
SHARES THAT MAY BE ISSUED UNDER THE RESTATED PLAN. As of March 15, 1996, a
maximum of 5,016,801 shares of Common Stock (subject to adjustment) may be
issued upon the exercise of Options or SARs, pursuant to Restricted Stock
Awards, or in connection with Performance Share Awards. As is customary in
incentive plans of this nature, the number and kind of shares available under
the 1991 Plan and outstanding Awards (as well as pricing provisions of such
Awards) are subject to adjustment
20
<PAGE>
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 to the extent consistent
with Rule 16b-3 of the Securities Exchange Act of 1934.
The 5,016,801 maximum number of shares available under the Restated Plan
represents approximately 8.4% of the Common Stock issued and outstanding on
March 15, 1996 (or less than 10% when combined with shares reserved under all
other non-qualified compensatory stock benefit plans of the Company). 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 "below market" options, nor repriced options, although it has
authority to do so.
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 nonqualified stock
option. 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 1991 Plan or any other plan of
the Company or its subsidiaries may not exceed $100,000. A nonqualified 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 the
Compensation Committee in the limited donative contexts referred to above. 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 Committee), or
any combination of cash and shares. The Committee typically requires that any
shares so used must have been owned at least six months before the exercise
event.
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 Committee. In no event, however, is an Option exercisable more than 10 years
after its date of grant.
STOCK APPRECIATION RIGHTS. In its discretion, the Committee may grant an
SAR concurrently with or related to the grant of an Option or other Award, which
SAR may extend to all or a portion of the shares covered by such other 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 related Award. An SAR
may be exercisable only when and to the extent that the related Award is
exercisable or may be 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, or leave the election to the participant, subject to
any applicable legal requirements.
21
<PAGE>
RESTRICTED STOCK AWARDS. A Restricted Stock Award is an Award for a fixed
number of shares of Common Stock subject to restrictions based upon the passage
of time and continued employment, performance and/or other factors. The
Compensation Committee specifies the price, if any, the participant must pay for
such shares and the restrictions imposed on such shares, which typically will
not terminate earlier than six months after the Award date. The Committee has
authorized only two (2) Restricted Stock Awards under the 1991 Plan, of which
only 17,500 have vested and none remain outstanding.
Restricted Stock awarded to a participant may not be voluntarily or
involuntarily sold, assigned, transferred, pledged or encumbered during the
restricted period and typically will be forfeited if it fails to vest before a
termination of service. Typically, the recipient of the Restricted Stock Award
will be permitted to vote the shares but will not be entitled to any dividends
paid on such shares until they have vested, at which time cash in the amount of
the restricted dividends also may vest.
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 less than six months. The Compensation Committee determines
the officers or key 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 objectives 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 Committee. To the extent 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 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 in the event of the
participant's death, retirement, disability, a Change in Control Event (as
defined in the Restated Plan) or such other circumstances as the Committee may
determine.
PERFORMANCE-BASED AWARDS UNDER THE 162(M) REGULATIONS; BUSINESS
CRITERIA. Without limiting the generality of the foregoing, and in addition to
Awards under other provisions of the Restated Plan, the Compensation Committee
may grant performance-based awards within the meaning of the 162(m) Regulations
(in addition to Options and SARs granted at Option prices at or above fair
market value) based on the performance of the Company or its operating units
pursuant to the following business criteria: net earnings; cash flow; return on
equity, on assets, or on net investment; or cost containment or reduction
("Other Performance-Based Awards"). Such 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 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.
The eligible class of persons for these Other Performance-Based Awards is
the executive officers of the Company. In no event may grants of this type of
Award in any fiscal year to any participant relate to more than 500,000 shares
or $10 million if payable only in cash. Before any Other Performance-Based Award
is paid, the Committee must certify that the material terms of the Other
Performance-Based Award were satisfied. The Committee will have discretion to
determine the restrictions or other limitations of the individual Awards.
22
<PAGE>
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 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
(e.g., a cash bonus payable under the AIP Plan). 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.
TERMINATION OF EMPLOYMENT. Unless the Committee otherwise provides: upon a
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 Committee, however, has the authority to waive these
limits and to accelerate exercisability or vesting or settle Awards in these and
other circumstances.
ADJUSTMENTS TO AND ACCELERATION OF AWARDS. In addition to those adjustments
described above, the Committee may adjust Awards to provide for their
assumption, conversion or settlement in a reorganization or similar context in
order to prevent dilution or enlargement of rights. In addition, upon the
occurrence of a Change in Control (as defined in the Restated Plan), or approval
by the stockholders of the Company of a dissolution or liquidation, or a merger
or other reorganization resulting in the Company's stockholders holding less
than 50% of the voting stock of the surviving entity, or a sale of substantially
all the assets of the Company (collectively, an "Event"), 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 Committee otherwise provides. In such circumstances, the Committee
may accelerate an Award to a date less than six months after its applicable date
of grant. A Change of Control generally will be deemed to occur under the
Restated Plan 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, while the Compensation Committee has
limited authority to amend the Restated Plan. However, if an amendment would (i)
materially increase the benefits accruing to recipients of Awards under the
Restated Plan, (ii) materially increase the aggregate number of shares which may
be issued under the Restated Plan, or (iii) materially modify the requirements
as to eligibility for participation under the Restated Plan, the amendment also
must be approved, to the extent then required by the Internal Revenue Code or
any other applicable law (including Rule 16b-3 under the Securities Exchange Act
of 1934), by the stockholders. Unless previously terminated by the Board of
Directors, no Award may be granted under the Restated Plan after May 14, 2001,
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, including amendments
that effectively reprice options without changes to other terms. Amendments that
adversely affect the holder of an Award, however, 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.
23
<PAGE>
SECTION 16. The Restated Plan is intended to continue to conform to
applicable provisions of Rule 16b-3 of the Securities Exchange Act of 1934. Rule
16b-3 provides certain exemptions from the liability provisions of the
Securities Exchange Act of 1934 for awards to and related actions by
participants subject to Section 16(b) of the Act (e.g., directors and executive
officers) under plans and circumstances conforming to the conditions of the
Rule. Under the Restated Plan, the Compensation Committee may authorize Awards
that do not meet these conditions and that thus may be "matchable" for purposes
of Section 16(b).
FEDERAL INCOME TAX TREATMENT OF AWARDS
The following is a general description of current federal income tax
consequences to participants and the Company relating to nonqualified and
incentive stock options and certain other awards that may be granted under the
Restated Plan. This discussion does not purport to cover all tax consequences
relating to stock options and other awards.
NONQUALIFIED STOCK OPTIONS. A nonqualified stock option issued under the
Restated Plan will not result in any taxable income to the Option holder or
deduction to the Company at the time it is granted. The Option holder generally
will realize ordinary income at the time of exercise equal to the excess of the
then fair market value of the shares received over the Option price. The amount
of ordinary income recognized by the Option holder is deductible by the Company
in the year the income is recognized. Upon a subsequent disposition of the
shares, the Option holder will realize short-term or long-term capital gain or
loss. The Company will not be entitled to any further deduction at that time.
INCENTIVE STOCK OPTIONS. An ISO does not result in any taxable income to
the Option holder or deduction to the Company at the time it is granted or
exercised, provided the Option is exercised no later than three months after
termination of employment for reasons other than death or disability (one year
after termination of employment because of death or disability) and the stock is
held for a period of at least two years after the date of grant and one year
after the date of exercise. The excess of the fair market value of the stock
received over the Option price is, however, includable in alternative minimum
taxable income at the time of exercise for purposes of determining liability for
the alternative minimum tax. The subsequent sale of the shares will generally
result in long-term capital gain on the excess of the sale price over the Option
price. If, however, the Option holder disposes of the shares within two years
from the date of grant or within one year from the date of exercise, the
difference between the fair market value of the shares at the date of exercise
and the cost of such shares is taxed as ordinary income (and the Company will
receive a corresponding deduction) in the year the shares are sold. Any
additional gain will be taxed as a capital gain. The amount of ordinary income
is limited to the excess of the selling price over the amount paid for the
shares if the selling price is less than the fair market value of the shares at
the date of exercise. If the shares are disposed of at a loss (sale price less
than amount paid for the stock), the loss is a capital loss.
STOCK APPRECIATION RIGHTS. A participant is not subject to tax at the time
an SAR is granted, and the Company will not be entitled to a deduction at that
time. However, shares of Common Stock or cash delivered pursuant to the exercise
of a SAR are taxable as ordinary income to the participant, and the Company is
entitled to a corresponding deduction equal to the income realized by the
participant.
RESTRICTED STOCK. A participant (with limited exception) is not taxed at
the date of grant of restricted stock, but is taxed at ordinary income rates on
the fair market value of any shares of stock received as the restrictions lapse,
at which time the Company has a corresponding deduction. Dividends paid on
restricted stock are taxed when received.
PERFORMANCE SHARES; STOCK BONUSES. A participant is taxed at ordinary
income rates with respect to any cash payments and the fair market value of
shares of stock received as payment for Performance Shares or a stock bonus at
the time of the receipt of payment, unless an effective deferral election is
made. The Company is entitled to a corresponding deduction when the participant
is taxed.
24
<PAGE>
INCOME RESULTING FROM EVENTS. If, as a result of the occurrence of a change
in control (e.g., upon an Event), an Option holder's Options or SARs become
exercisable, the restrictions on Restricted Stock Awards lapse, or shares are
issued pursuant to Performance Share Awards, the Option holder or participant
may be deemed to have received "parachute payments". If the additional value
received as a result of acceleration exceeds a certain threshold amount
approximating 300% of the person's average annual taxable compensation over the
five calendar years preceding the year in which the Change in Control occurs,
the excess of the total of such amounts over such person's average annual
taxable compensation generally will be subject to a 20% non-deductible excise
tax in addition to any income tax payable. The Company will not be entitled to a
deduction for the payments that are subject to the excise tax.
SECTION 162(M) QUALIFICATION. Notwithstanding the foregoing discussion with
respect to the deductibility of compensation under the Restated Plan, the 162(m)
Regulations would render non-deductible to the Company certain compensation in
excess of $1 million paid in any year to certain executive officers of the
Company (i.e., the Chief Executive Officer or one of the four other most highly
compensated executive officers of the Company, the "IRC Officers"), unless such
excess compensation is "performance-based" (as defined under applicable IRS
regulations) or is otherwise exempt from the 162(m) Regulations. The applicable
conditions of an exemption for a performance-based compensation plan include,
among others, a requirement that the stockholders approve the material terms of
the Restated Plan. Stock options and SARs (if granted at an option price of at
least fair market value on the date of grant) and certain (but not all) other
types of Performance Share Awards that may be granted to IRC Officers under the
Restated Plan are intended to qualify for the exemption for performance-based
compensation under the 162(m) Regulations. However, in light of uncertainties
regarding its ultimate interpretation, no assurances can be given that all
compensation intended to so qualify will in fact be deductible if the
non-qualifying amount should, together with other non-exempt compensation paid
to an IRC Officer, exceed $1 million.
The above tax summary is based upon federal income tax laws in effect as of
March 15, 1996.
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
Committee has not yet considered any specific Awards under the additional
authority that would be authorized by the amendments. The "Option/SAR Grants In
The Last Fiscal Year" table on page 11 provides information concerning grants of
options to purchase an aggregate 121,579 shares under the 1991 Plan during 1995
to the Named Executive Officers. Grants of Options under the 1991 Plan also were
made to Named Executive Officers and other persons during 1996. The following
table reflects information concerning the 1996 grants under the 1991 Plan prior
to its amendment.
1996 OPTION/SAR GRANTS
<TABLE>
<CAPTION>
PERCENT OF TOTAL
OPTIONS/SARS POTENTIAL REALIZABLE VALUE AT
GRANTED TO EXERCISE OR
NUMBER EMPLOYEES BASE PRICE EXPIRATION ASSUMED ANNUAL RATES OF STOCK PRICE
SHARES (2) IN 1996 (2) DATE APPRECIATION FOR OPTION TERM (1)(2)
----------- ----------------- ----------- ----------- ------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
0% 5% 10%
----------- ---------- -----------
David H. Murdock.............. 90,000 12.7% $ 38.50 2/7/06 $ 0 $2,178,900 $ 5,522,400
David A. DeLorenzo............ 40,000 5.6% $ 38.50 2/7/06 $ 0 $ 968,400 $ 2,454,400
Gerald W. LaFleur............. 22,200 3.1% $ 38.50 2/7/06 $ 0 $ 537,462 $ 1,362,192
Michael S. Karsner............ 11,000 1.6% $ 38.50 2/7/06 $ 0 $ 266,310 $ 674,960
J. Brett Tibbitts............. 7,500 1.1% $ 38.50 2/7/06 $ 0 $ 181,575 $ 460,200
All Executive Officers........ 194,300 27.4% $ 38.50 2/7/06 $ 0 $4,704,003 $11,922,248
as a Group (9 individuals)
* The market price of the Common Stock was $40.875 on March 22, 1996.
</TABLE>
25
<PAGE>
- ------------------------
(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.
Such amounts are based on the assumption that the named persons hold 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 (see footnote 2 below), which increase benefits
all stockholders commensurately. The Company did not use an alternative
formula to attempt to value Options at the date of grant, as management is
not aware of any formula which determines with reasonable accuracy a present
value of Options of the type granted to the optionees.
(2) Options vest according to a schedule reflecting specific stock appreciation
hurdles. Except as noted, none of the Options set forth in this table vest
until the stock price reaches $46.25, or slightly more than a 20% increase
over the exercise price. Options will vest in 25% increments upon achieving
or exceeding specified price hurdles (ranging from $46.25 to $52.00) for a
period of thirty (30) consecutive trading days. To preserve the favorable
accounting treatment generally associated with these stock option grants,
any options which have not vested by the tenth year following the grant will
become fully vested three (3) months before the end of the ten (10) year
term.
The amended provisions of the Restated Plan may, in the Committee's discretion,
be applied to these and other outstanding Awards.
Messrs. Murdock and DeLorenzo 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 RESTATED
PLAN.
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PROPOSAL 3
APPROVAL OF THE NON-EMPLOYEE DIRECTORS
DEFERRED STOCK AND CASH COMPENSATION PLAN
On February 1, 1996, the Board of Directors adopted a new Non-Employee
Directors Deferred Stock and Cash Compensation Plan (the "DSCP Plan"), subject
to stockholder approval at the Annual Meeting. The material provisions of the
DSCP Plan are summarized below. This summary is qualified in its entirety by
reference to the complete text of the DSCP Plan, a copy of which will be
provided upon request to the Corporate Secretary's Office, at the address set
forth on the cover page. Telephone requests should be directed to (818)
879-6600, ext. 6814.
SUMMARY OF THE DSCP PLAN
Non-employee directors of the Company currently receive cash remuneration in
the form of an annual retainer of $24,000, plus regular and special meeting
fees, all of which may be deferred under a Board of Directors Deferred
Compensation Plan adopted in 1993 (the "1993 Cash Plan"). See "Renumeration of
Directors". Under the DSCP Plan, one-half of the retainer (the "Retainer
Amount"), currently $12,000 per year, will be allocated to stock units payable
solely in Common Stock following a termination of service. Eligible directors
may elect for specified periods to receive their remaining compensation in cash,
as currently paid, or to defer all or part of their remaining compensation in
stock units or deferred cash accounts.
The purpose of the DSCP Plan is to attract and retain directors and further
align the interests of directors and stockholders in enhancing the value of
Common Stock, while at the same time enabling the directors to defer, for tax
purposes, the taxation of their deferred compensation. No additional dollars
(except for interest credits on cash deferrals) will be paid to directors
through the DSCP Plan.
Under the DSCP Plan, each eligible director will receive, on June 30 of each
year, stock units equal to the number of shares of Common Stock that the
Retainer Amount would then buy. Elective deferrals will be credited initially to
cash accounts; stock deferrals will be credited to stock units based on the
market price of shares, semi-annually, in arrears. All accounts will be fully
vested as credited. Eligible directors include all directors who are not
officers or employees of the Company or a subsidiary.
The value of the Common Stock for purposes of establishing the number of
stock units to be credited will be its fair market value at the time of
crediting, based on the average reported price over the preceding ten trading
days. Over the 10-year term of the DSCP Plan, an aggregate of not more than
100,000 shares of Common Stock may be issued in the aggregate, in lieu of their
cash retainers and fees. Upon receipt of stockholder approval, the Company
intends to register under the Securities Act of 1933 the number of shares of its
Common Stock reserved for issuance under the DSCP Plan.
Stock units credited will constitute bookkeeping entries that will be
settled and paid in an equivalent number of shares of Common Stock upon a
director's termination of service on the Board of Directors. A director may
irrevocably elect to receive his or her accrued stock units in shares, in a
lump-sum or in equal annual installments of shares of Common Stock, over a
period of up to five years after termination of service. However, if a director
dies or is disabled or certain events (including a change in control) have
occurred and the director's service has ended, the stock units will be paid in a
lump-sum, in shares. During the period the director's interest is represented by
stock units, a director will have no voting, dividend or other rights of a
stockholder with respect to the shares to be issued, but the director will be
entitled to additional stock units representing dividend equivalents based on
cash dividends and distributions (if any) on an equivalent number of shares
(converted to additional stock units based on the average market value of shares
on the applicable crediting dates).
The director's economic interest in stock units is similar to a
stockholder's interest in the underlying shares. This interest will be disclosed
in the stock ownership tables and counted for
27
<PAGE>
purposes of stock ownership guidelines. The number of stock units and shares
subject to the DSCP Plan are subject to appropriate adjustment in the event of a
stock split, recapitalization, reorganization or similar event.
PARTICIPATION
If the DSCP Plan had been in effect in 1995, the average market price for
crediting purposes for mandatory participation would have been $29.09 and the
annual benefit to each eligible director (excluding dividends) would have been
412.51 stock units (calculated based on the $12,000 annual stock unit credit
divided by the average share price of $29.09 per share as of June 30, 1995) and
2062.56 stock units in the aggregate to all five eligible directors as a group.
Elective deferrals to stock unit accounts must be made at least six months in
advance of the applicable crediting date. Cash deferral accounts (including
accounts established pending stock unit crediting) will be credited at a rate
equal to 120% of an applicable federal rate for quarterly compounding in the
month of crediting.
Those directors eligible to participate in the elective components of the
DSCP will not be presented with their election forms until the Plan is approved
by stockholders.
TERM; AMENDMENTS
The DSCP Plan is a ten-year plan, and is subject to amendment or earlier
termination by the Board of Directors. The compensation of directors, including
the DSCP Plan, may be amended from time to time by the Board of Directors in its
sole discretion, without stockholder approval, but subject to applicable legal
requirements, including Rule 16b-3 considerations.
TAX CONSEQUENCES
In general, under current federal income tax laws, a participant will not
recognize income and the Company will not be entitled to any deduction upon the
election to defer compensation and the crediting or vesting of cash deferrals,
stock units and dividend equivalents under the Plan. A participant will
recognize ordinary income in an amount equal to the cash distribution and fair
market value of the Common Stock at the time or times the stock units are paid
in shares to a director following a termination of service. The Company will be
entitled to a deduction in an amount equal to the ordinary income recognized by
the participant.
RECOMMENDATION OF THE BOARD
All directors (except Messrs. Murdock and DeLorenzo), subject to election
and stockholder approval, are eligible to and required to participate in the
mandatory part and may elect to participate in the elective part of the DSCP
Plan and thus have a personal interest in the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE DSCP PLAN.
28
<PAGE>
PROPOSAL 4
ELECTION 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 1996 fiscal year ending December 28,
1996, subject to stockholder approval. Arthur Andersen LLP (and its
predecessors) has served as the Company's 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 1996 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 matters.
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
may desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ARTHUR ANDERSEN
LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS AND AUDITORS.
29
<PAGE>
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 permitted under applicable law.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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 filing requirements, except one
report concerning the acquisition of 170 shares by Elaine Chao. This transaction
was reported promptly to the Company by Ms. Chao, but inadvertently filed
subsequent to the applicable due date.
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 and facsimile. 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 $5,500, plus
out-of-pocket expenses, for its services. It is anticipated that banks,
custodians, nominees and fiduciaries will forward proxy soliciting material to
beneficial owners of the Company's Common Stock and that such persons will be
reimbursed by the Company for their expenses incurred in so doing.
PROPOSALS OF STOCKHOLDERS
The 1997 Annual Meeting of Stockholders is presently expected to be held on
or about May 15, 1997. To be considered for inclusion in the Company's Proxy
Statement for the 1997 Annual Meeting, proposals of stockholders intended to be
presented at the Meeting must be received by the Corporate Secretary, Dole Food
Company, Inc., 31365 Oak Crest Drive, Westlake Village, California 91361, no
later than December 5, 1996.
By Order of the Board of Directors,
[SIG]
J. Brett Tibbitts
CORPORATE SECRETARY
March 27, 1996
30
<PAGE>
DOLE FOOD COMPANY, INC.
1991 STOCK OPTION AND AWARD PLAN
(as amended through February 1, 1996)
<PAGE>
TABLE OF CONTENTS
Page
----
I. DEFINITIONS........................................................... 1
1.1 Definitions..................................................... 1
II. GENERAL AND ADMINISTRATIVE PROVISIONS................................. 5
2.1 Purpose......................................................... 5
2.2 Administration.................................................. 5
2.3 Participation................................................... 6
2.4 Stock Subject to this Plan...................................... 7
2.5 Grant and Maximum Term of Awards................................ 7
2.6 Exercise of Awards.............................................. 7
III. OPTIONS............................................................... 8
3.1 Grants.......................................................... 8
3.2 Option Price.................................................... 8
3.3 Option Period................................................... 9
3.4 Exercise of Options............................................. 9
3.5 Limitations on Grant of Incentive Stock Options.................. 9
IV. STOCK APPRECIATION RIGHTS............................................. 10
4.1 Grants.......................................................... 10
4.2 Exercise of Stock Appreciation Rights........................... 10
4.3 Payment......................................................... 11
V. RESTRICTED STOCK AWARDS............................................... 12
5.1 Grants.......................................................... 12
5.2 Restrictions.................................................... 12
VI. PERFORMANCE SHARE AWARDS.............................................. 12
6.1 Grants.......................................................... 12
6.2 Section 162(m) Performance-Based Share Awards................... 13
VII. OTHER PROVISIONS...................................................... 14
7.1 Rights of Eligible Employees, Participants and Beneficiaries.... 14
7.2 Adjustments Upon a Reorganization or Changes in Capitalization.. 16
7.3 Effect of Termination of Employment............................. 18
7.4 Acceleration of Awards Upon an Event; Other Changes in Awards... 19
7.5 Compliance; Government Regulations.............................. 19
7.6 Tax Withholding................................................. 19
7.7 Amendment, Termination and Suspension........................... 20
7.8 Privileges of Stock Ownership; Nondistributive Intent........... 21
i
<PAGE>
7.9 Effective Date of this Plan..................................... 22
7.10 Term of this Plan............................................... 22
7.11 Governing Law................................................... 22
7.12 Limitations as to Executive Officers............................ 22
7.13 Captions........................................................ 23
7.14 No Fractional Interest.......................................... 23
7.15 Non-Exclusivity of Plan......................................... 23
ii
<PAGE>
DOLE FOOD COMPANY, INC.
1991 STOCK OPTION AND AWARD PLAN
(as amended through February 1, 1996)
I. DEFINITIONS.
1.1 DEFINITIONS.
(a) "AWARD" shall mean an Option, which may be designated as a
Nonqualified Stock Option or an Incentive Stock Option, a Stock Appreciation
Right, a Restricted Stock Award or Performance Share Award, in each case granted
under this Plan.
(b) "AWARD AGREEMENT" shall mean a written agreement setting forth
the terms of an Award.
(c) "AWARD DATE" shall mean the date upon which the Committee took
the action granting an Award or such later date as is prescribed by the
Committee.
(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
entitled by will or the laws of descent and distribution to receive the benefits
specified under this Plan in the event of a Participant's death.
(f) "BOARD" shall mean the Board of Directors of the Corporation.
(g) "CHANGE IN CONTROL" shall be deemed to have occurred if (a) 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 the adoption of this Plan ( or
any 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 20% or more of the combined voting power of the Corporation's then
outstanding securities; or (b) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board cease for
any reason to constitute at least a majority thereof, unless the election, or
the nomination for election by the Corporation's stockholders, of each new Board
member was
1
<PAGE>
approved by a vote of at least three-fourths of the Board members then still in
office who were Board members at the beginning of such period.
(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 the Corporate Compensation and Benefits
Committee appointed by the Board and consisting of two or more Board members,
each of whom, during such time as one or more Participants may be subject to
Section 16 of the Exchange Act, shall be a Disinterested Director.
(k) "COMMON STOCK" shall mean the Common Stock of the Corporation.
(l) "COMPANY" shall mean the Corporation and/or its Subsidiaries.
(m) "CORPORATION" shall mean Dole Food Company, Inc.,
a Hawaii corporation, and its successors.
(n) "DEFERRED EFFECTIVE DATE" shall mean the date of the expiration
of the transition period in respect of Rule 16b-3, unless the Corporate
Compensation and Benefits Committee of the Board of Directors of the Company
decides otherwise.
(o) "DISINTERESTED DIRECTOR" shall mean a member of the Board who was
not, during the year prior to being appointed to the Committee, or during the
period of service as an administrator hereunder, granted or awarded equity
securities pursuant to the Plan or pursuant to any other plan of the Corporation
or its affiliates, except to the extent consistent with the disinterested plan
administration requirements under Rule 16b-3 and Section 162(m) of the Code.
(p) "ELIGIBLE EMPLOYEE" shall mean an officer or key employee of the
Company.
(q) "EVENT" shall mean any of the following:
(1) Approval by the stockholders of the Corporation of the
dissolution or liquidation of the Corporation;
2
<PAGE>
(2) Approval by the stockholders of the Corporation of an
agreement to merge or consolidate, or otherwise reorganize, with or into one
or more entities which are not Subsidiaries, as a result of which less than
50% of the outstanding voting securities of the surviving or resulting entity
are, or are to be, owned by former stockholders of the Corporation;
(3) Approval by the stockholders 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
(4) A Change in Control.
(r) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(s) "FAIR MARKET VALUE" shall mean 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; provided, however, that if the stock is not listed or admitted to trade
on a national securities exchange, the Committee may designate such other
exchange, market or source of data as it deems appropriate for determining such
value for Plan purposes.
(t) "INCENTIVE STOCK OPTION" shall mean an Option which is designated
as an incentive stock option within the meaning of Section 422 of the Code, the
award of which contains such provisions as are necessary to comply with that
section.
(u) "NONQUALIFIED STOCK OPTION" shall mean an Option which is
designated as a Nonqualified Stock Option.
(v) "OPTION" shall mean an option to purchase Common Stock under this
Plan. An Option shall be designated by the Committee as a Nonqualified Stock
Option or an Incentive Stock Option.
(w) "PARTICIPANT" shall mean an Eligible Employee who has been
granted an Award.
(x) "PERFORMANCE SHARE AWARD" shall mean an award of shares of Common
Stock, issuance of which is contingent upon attainment of performance objectives
specified by the Committee, and the vesting of which may be subject to other
restrictions, or an award of shares as a
3
<PAGE>
bonus for achievement of objectives or otherwise exceptional individual
performance or business results.
(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 and receive the benefits specified in this Plan.
(z) "PLAN" shall mean the Dole Food Company, Inc. 1991 Stock Option
and Award Plan.
(aa) "QDRO" shall mean an order requiring the transfer of an Award or
portion thereof pursuant to a state domestic relations law to the spouse, former
spouse, child or other dependent of a Participant. Such order must be in a form
substantially identical to a qualified domestic relations order as defined by
Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended.
(bb) "RESTRICTED STOCK" shall mean those shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to the restrictions set
forth in the related Award Agreement.
(cc) "RESTRICTED STOCK AWARD" shall mean an award of a fixed number of
shares of Common Stock to the Participant subject, however, to payment of such
consideration, if any, and such forfeiture provisions, as are set forth in the
Award Agreement.
(dd) "RETIREMENT" shall mean retirement from active service as an
employee or officer of the Company on or after obtaining age 55 with ten or more
years of service or age 65.
(ee) "RULE 16B-3" shall mean Rule 16b-3 promulgated by the Commission
pursuant to the Exchange Act in effect (a) prior to May 1, 1991 during the
period prior to the Deferred Effective Date and (b) on or after May 1, 1991
during the period on and after the Deferred Effective Date.
(ff) "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended from time to time.
(gg) "STOCK APPRECIATION RIGHT" shall mean a right to receive a number
of shares of Common Stock or an amount of cash, or a combination of shares and
cash, determined as provided in Section 4.3.
4
<PAGE>
(hh) "SUBSIDIARY" shall mean any corporation or other entity a
majority or more of the outstanding voting stock or voting power of which is
beneficially owned directly or indirectly by the Corporation.
(ii) "TOTAL DISABILITY" shall mean a "permanent and total disability"
within the meaning of Section 22(e)(3) of the Code.
II. GENERAL AND ADMINISTRATIVE PROVISIONS.
2.1 PURPOSE.
The purpose of this Plan is to promote the success of the Company and
the interest of its stockholders by providing a means to attract and retain key
employees by providing them long-term incentives to improve the financial
performance of the Company.
2.2 ADMINISTRATION.
(a) COMMITTEE. This Plan shall be administered by and Awards 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 the
unanimous written consent of its members. If action by the Committee is taken
by written consent, the action shall be deemed to have been taken at the time
specified in the consent or, if none is specified, at the time of the last
signature. The Committee may delegate administrative functions to individuals
who are officers or employees of the Company.
(b) PLAN AWARDS; INTERPRETATION; POWERS OF THE COMMITTEE. Subject to
the express provisions of this Plan, the Committee shall have the authority to
construe and interpret this Plan and any agreements defining the rights and
obligations of the Company and Participants under this Plan; to further define
the terms used in this Plan; to prescribe, amend and rescind rules and
regulations relating to the administration of this Plan; to determine the
duration and purposes of leaves of absence which may be granted to Participants
without constituting a termination of their employment for purposes of this
Plan; to determine who is an Eligible Employee and the particular Eligible
Employees who will receive Awards; 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 determine the other specific
terms and conditions of such Awards, including performance criteria and goals,
consistent with the express limits of this Plan, 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
5
<PAGE>
termination or reversion of such Awards; to approve the forms of Award
Agreements (which need not be identical either as to type of award or among
Participants); 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 7.7;
to accelerate or extend the exercisability or extend the term of any or all such
outstanding Awards within the maximum ten-year term of Awards under Section 2.5;
and to make all other determinations necessary or advisable for the
administration of this Plan. The determinations of the Committee on the
foregoing matters shall be conclusive.
(c) BINDING DECISIONS. Any action taken by, or inaction of, the
Corporation, any Subsidiary, the Board or the Committee relating 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 Subsidiary, shall be liable for any such action
or inaction of the entity or body, of another person or, except in circumstances
involving bad faith, of himself or herself. Subject only to compliance with the
express provisions hereof, the Board and Committee may act in their absolute
discretion in matters related to this Plan. 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.
(d) CHANGES TO COMMITTEE. Subject to the requirements of Section
1.1(j), the Board, at any time it so desires, may increase or decrease the
number of members of the Committee, may remove from membership on the Committee
all or any portion of its members, and may appoint such person or persons as it
desires to fill any vacancy existing on the Committee, whether caused by
removal, resignation or otherwise.
2.3 PARTICIPATION.
Awards may be granted only to 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. Members of the Board who
are not officers or employees of the Company, and members of the Committee,
shall not be eligible to receive Awards.
6
<PAGE>
2.4 STOCK SUBJECT TO THIS PLAN.
(a) AVAILABLE SHARES. The stock to be offered under this Plan shall
be shares of the Corporation's authorized but unissued Common Stock. The
maximum number of shares of Common Stock that may be issued pursuant to Awards
granted under this Plan shall not exceed the sum of 5,000,000 shares, subject to
adjustments (including the adjustments for the distribution of shares of Castle
& Cooke, Inc. in December 1995) as set forth in Section 7.2. If any Option and
any related Stock Appreciation Right shall lapse or terminate without having
been exercised in full, or any Common Stock subject to a Restricted Stock Award
which does not vest or any Common Stock subject to a Performance Share Award
which has not been issued or become issuable, the unpurchased or unvested shares
subject thereto, to the extent consistent with Rule 16b-3, shall again be
available for reissue for purposes of this Plan.
(b) INDIVIDUAL MAXIMUM. The maximum number of shares subject to
Options or Stock Appreciation Rights that during any calendar year are granted
to any one person shall be limited to 500,000 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 750,000. Tandem or alternative
Awards shall be counted only once for these purposes, unless otherwise required
by Section 162(m). Any Awards that are cancelled or repriced during the year
shall be counted against this limit, to the extent required by Section 162(m).
(c) ADJUSTMENTS. Each of the foregoing numerical limits in this
Section 2.4 shall be subject to adjustments as contemplated by this Section 2.4
and Section 7.2.
2.5 GRANT AND MAXIMUM TERM OF AWARDS.
Subject to the express provisions of this Plan, the Committee has the
authority to grant Awards. The grant of an Award is made on the Award Date.
The maximum term of an Award is ten years.
2.6 EXERCISE OF AWARDS.
An Option or Stock Appreciation Right shall be deemed to be exercised
when the Corporation receives written notice of such exercise from the
Participant, together with payment of the purchase price made in accordance with
Section 3.2, except as may be necessary or advisable to be made following
delivery of written notice of exercise in accordance with Section 3.2.
Notwithstanding any other provision of this Plan, the Committee may impose, by
rule and/or in an Award Agreement, such
7
<PAGE>
conditions upon the exercise of any Award (including, without limitation,
conditions limiting the time of exercise to specified periods) necessary for
those persons subject to the reporting and liability provisions of Section 16 of
the Exchange Act to avoid liability under Section 16 of the Exchange Act or to
secure the benefits otherwise available under any applicable exemptive or other
rule hereunder with respect to a "plan" or particular award or action related
thereto.
III. OPTIONS.
3.1 GRANTS.
One or more Options may be granted to any Eligible Employee. Each
Option so granted shall be designated in the applicable Award Agreement by the
Committee as either a Nonqualified Stock Option or an Incentive Stock Option.
3.2 OPTION PRICE.
(a) MINIMUM PRICE. The purchase price per share of the Common Stock
covered by each Option shall be determined by the Committee, but in the case of
Incentive Stock Options shall not be less than 100% (110% in the case of a
Participant who owns more than 10% of the total combined voting power of all
classes of stock of the Company) of the Fair Market Value of the Common Stock on
the date the Incentive Stock Option is granted. The purchase price of any
shares purchased shall be paid in full at the time of each purchase in one or a
combination of the following methods: (i) in cash, by electronic funds transfer,
or by certified or cashier's check payable to the order of the Corporation; (ii)
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 7.5; or (iii) by delivery of shares of Common Stock of the Corporation
already owned by the Participant; provided, however, the Committee may in its
absolute discretion limit the Participant's ability to exercise an Option by
delivering shares, and (without limiting the generality of the foregoing) any
shares delivered which were initially acquired upon exercise of a stock option
must have been owned by the Participant at least six 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.
(b) CASHLESS EXERCISE. In addition to the payment methods described
in Section 3.2(a), the Option (or 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
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proceeds necessary to pay the exercise price and, unless otherwise disallowed by
the Committee, any applicable tax withholding under Section 7.6. The
Corporation shall not be obligated to deliver certificates for the shares unless
and until it receives full payment of the exercise price therefor and any
related withholding obligations have been satisfied.
3.3 OPTION PERIOD.
Each Option and all rights or obligations thereunder shall expire on
such date as shall be determined by the Committee, but not later than 10 years
after the Award Date, and shall be subject to earlier termination as provided in
or pursuant to Section 7.2 or 7.3.
3.4 EXERCISE OF OPTIONS.
Except as otherwise provided in or pursuant to Sections 7.2, 7.3 and
7.4, an Option may become exercisable, in whole or in part, on the date or dates
specified in the Award Agreement and thereafter shall remain exercisable until
the expiration or earlier termination of the Option. No shares issuable upon
exercise of an Option shall be exercisable until at least six months after the
Award Date. The Committee may, at any time after grant of the Option and from
time to time, increase the number of shares purchasable at any time so long as
the total number of shares subject to the Option is not increased. No Option
shall be exercisable except in respect of whole shares. Not less than 100
shares of Common Stock may be purchased at one time unless the number purchased
is the total number at the time available for purchase under the terms of the
Option.
3.5 LIMITATIONS ON GRANT 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,
such options shall be treated as nonqualified stock options. For purposes of
determining whether the $100,000 limit is exceeded, the Fair Market Value of
stock subject to options shall be determined as of the date the options are
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 Corporation may, in the manner and to the extent
permitted by law, designate which shares of Common
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Stock are to be treated as shares acquired pursuant to the exercise of an
Incentive Stock Option under this Plan.
(b) OTHER TERMS. There shall be imposed in any Award Agreement
relating to Incentive Stock Options such terms and conditions as are required in
order that the Option be an "incentive stock option" as that term is defined in
Section 422 of the Code.
(c) 10% OWNERS. No Incentive Stock Option may be granted to any
person who, at the time the Incentive Stock Option is granted, owns (or is
deemed to own) shares of outstanding Common Stock possessing more than 10% of
the total combined voting power of all classes of Common Stock of the Company,
unless the exercise price of such Option is at least 110% of the Fair Market
Value of the 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.
IV. STOCK APPRECIATION RIGHTS.
4.1 GRANTS.
In its discretion, the Committee may grant Stock Appreciation Rights
concurrently with the grant of Options or thereafter with respect to an
outstanding Option, on such terms as set forth by the Committee in the Award
Agreement for such Option, including in circumstances involving a Change in
Control or other Event or a termination of employment, or in anticipation
thereof. A Stock Appreciation Right shall extend to all or a portion of the
shares covered by the related Option. A Stock Appreciation Right shall entitle
the Participant who holds the related Option, upon exercise of the Stock
Appreciation Right and surrender of the related Option, or portion thereof, to
the extent the Stock Appreciation Right and related Option each were previously
unexercised, to receive payment of an amount determined pursuant to Section 4.3.
Any Stock Appreciation Right 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.
4.2 EXERCISE OF STOCK APPRECIATION RIGHTS.
(a) TIME/VALUE. A Stock Appreciation Right shall be exercisable only
at such time or times, and to the extent, that the related Option shall be
exercisable and only when the Fair Market Value of the stock subject to the
related Option exceeds the Option price of the related Option.
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(b) SHARE ACCOUNTING. In the event that a Stock Appreciation Right
is exercised, the number of shares of Common Stock subject to the related Option
shall be charged against the maximum amount of Common Stock that may be issued
or transferred pursuant to Awards under this Plan. The number of shares subject
to the Stock Appreciation Right and the related Option of the Participant shall
also be reduced by such number of shares.
(c) ADJUSTMENTS. If a Stock Appreciation Right extends to less than
all the shares covered by the related Option and if a portion of the related
Option is thereafter exercised, the number of shares subject to the unexercised
Stock Appreciation Right shall be reduced only if and to the extent that the
remaining number of shares covered by such related Option is less than the
remaining number of shares subject to such Stock Appreciation Right.
4.3 PAYMENT.
(a) AMOUNT. Upon exercise of a Stock Appreciation Right and
surrender of an exercisable portion of the related Option, the Participant shall
be entitled to receive payment of an amount determined by multiplying:
(i) the difference obtained by subtracting the Option price per
share of Common Stock under the related Option from the Fair Market Value of
a share of Common Stock on the date of exercise of the Stock Appreciation
Right, by
(ii) the number of shares with respect to which the Stock
Appreciation Right shall have been exercised.
(b) FORM. The Committee, in its sole discretion, may provide for
payment upon exercise under Section 4.3(a) to be solely in cash, solely in
shares of Common Stock (valued at Fair Market Value on the date of exercise of
the Stock Appreciation Right), or partly in such shares and partly in cash, or
may leave the election to the Participant, subject to any applicable legal
requirements and, in the case of Participants subject to Section 16 of the
Exchange Act, the limitations under Rule 16b-3, if applicable. Absent a
determination to the contrary by the Committee, all Stock Appreciation Rights
shall be settled in cash as soon as practicable after exercise. The exercise
price for the Stock Appreciation Right shall be the exercise price of the
related Option.
(c) VARIANCE. Notwithstanding the foregoing, the Committee may, in
the Award Agreement, determine the specific form of payment or may provide for a
different specified amount of cash or stock or a
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combination thereof to be delivered upon exercise of a Stock Appreciation Right.
V. RESTRICTED STOCK AWARDS.
5.1 GRANTS.
Subject to Section 2.4, the Committee may, in its discretion, grant
one or more Restricted Stock Awards to any Eligible Employee. Each Restricted
Stock Award Agreement shall specify the number of shares of Common Stock to be
issued to the Participant, the date of such issuance, the price, if any, to be
paid for such shares by the Participant and the restrictions imposed on such
shares, which restrictions shall not terminate earlier than six months after the
Award Date.
5.2 RESTRICTIONS. Unless the Committee otherwise expressly provides in
the Award Agreement, during the restricted period Restricted Stock Awards shall
be subject to the following restrictions:
(a) the shares may not be sold, assigned, transferred, pledged or
otherwise disposed of or encumbered, either voluntarily or involuntarily, until
such shares have vested;
(b) the holder shall have voting rights but shall not be entitled to
dividends in respect of the restricted shares until they have vested, at which
time accrued and paid dividends on such shares shall also vest;
(c) any cash paid by a holder to acquire restricted shares shall be
returned to the holder, without interest, if the restricted shares do not vest;
and
(d) shares of Restricted Stock (and any related dividends) 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 shall be
returned to the Corporation.
VI. PERFORMANCE SHARE AWARDS.
6.1 GRANTS.
The Committee may, in its discretion, grant Performance Share Awards
to Eligible Employees based upon: the appreciation in the Fair Market Value,
book value or other measure of value of the Common Stock; the performance of the
Company based on earnings or cash flow; or such
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other factors as the Committee shall determine. In making such determinations,
the Committee shall consider (among other factors deemed relevant to the
specific award type), the Eligible Employee's contributions to the Company,
responsibilities and other compensation. A Performance Share Award Agreement
shall specify the number of shares of Common Stock subject to the Performance
Share Award, the price, if any, to be paid for such shares by the Participant
and the required amount of appreciation in the Fair Market Value, book value or
other measure of value of Common Stock, the required amount of change in the
performance of the company based on earnings or cash flow of the Company or
specified Subsidiary or other factors and other conditions determined by the
Committee upon which issuance to the Participant shall be based, which issuance
shall not be less than six months after the Award Date. To the extent a
Performance Share Award constitutes an equity security (as this phrase is
defined in Rule 16a-1 under the Exchange Act) issued by the Corporation and is
paid in shares of Common Stock or cash, the number of shares of Common Stock
subject to such Performance Share Award shall be charged against the maximum
amount of Common Stock that may be issued pursuant to Awards under this Plan.
6.2 SECTION 162(m) PERFORMANCE-BASED SHARE AWARDS.
Without limiting the generality of the foregoing, and in addition to
awards granted under other provisions of this Plan, other performance-based
awards within the meaning of Section 162(m) of the Code ("PERFORMANCE-BASED
AWARDS"), whether in the form of restricted stock, performance stock, phantom
stock or other rights, the vesting of which depends on the performance of the
Company on a consolidated, segment, subsidiary or division basis with reference
to net earnings (before or after tax), cash flow, return on equity or on assets
or on net investment, or cost containment or reduction, or any combination
thereof (the "performance criteria") relative to preestablished performance
goals, may be granted under this Plan. The applicable business criteria and
specific performance goal or goals ("targets") must be approved by the Committee
in advance of any applicable deadline 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 ten years.
Performance targets 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 targets were set.
(a) ELIGIBLE CLASS. The eligible class of persons for Awards under
this Section 6.2 shall be executive officers of the Company.
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(b) MAXIMUM AWARD. In no event shall grants made in any calendar
year to any one person under this Section 6.2 relate to more than 500,000 shares
or a cash amount of more than $10 million.
(c) COMMITTEE CERTIFICATION. Before any Performance-Based Award
under this Section 6.2 is paid, the Committee must certify that the material
terms of the Performance-Based Award were satisfied.
(d) TERMS AND CONDITIONS OF AWARDS. The Committee will have
discretion to determine the restrictions or other limitations of the individual
Awards under this Section 6.2, 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.
VII. OTHER PROVISIONS.
7.1 RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS AND BENEFICIARIES.
(a) NO AWARD COMMITMENT. 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 COMMITMENT. Nothing contained in this Plan (or in
Award Agreements or in any other documents related to this Plan or to Awards)
shall confer upon any Eligible Employee or Participant any right to continue in
the employ of the Company or constitute any contract or agreement of employment,
or interfere in any way with the right of the Company to reduce such person's
compensation or other benefits or to terminate the employment of such Eligible
Employee or Participant, with or without cause, but nothing contained in this
Plan or any document related thereto shall affect any other contractual right of
any Eligible Employee or Participant.
(c) NO TRANSFER OF AWARDS.
(i) LIMIT ON EXERCISE. Except as provided herein and subject
to Section 7.12, 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 Sections 7.1(c)(ii), 7.5 and 7.12,
the Committee may by express written authorization permit Awards to be
exercised by and/or paid
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to certain persons or entities related to the Participant who are permitted
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.
(ii) 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 transferrable 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, in the case of
Awards intended to satisfy the conditions of Rule 16b-3, to the extent
permitted by Rule 16b-3, 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 shall be disregarded.
(c) DESIGNATION OF BENEFICIARY. The designation of a Beneficiary
shall not constitute a transfer prohibited by the foregoing provisions.
(d) PLAN NOT FUNDED. Awards payable under this Plan shall be payable
in shares or from the general assets of the Corporation, and 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) of the Company by reason of any Award granted hereunder. Neither the
provisions of this Plan (or of any documents related hereto), 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 any rights in respect of an Award hereunder, such rights shall be no
greater than the rights of any unsecured general creditor of the Company.
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7.2 ADJUSTMENTS UPON A REORGANIZATION OR CHANGES IN CAPITALIZATION.
(a) GENERAL. If the outstanding shares of Common Stock are changed
into or exchanged for cash or a different number or kind of shares, securities,
or other property, or if additional shares or new or different securities or,
other property are distributed with respect to the outstanding shares of the
Common Stock, through a merger, combination, consolidation, or other
reorganization or a recapitalization, reclassification, stock split, stock
dividend, reverse stock split, stock consolidation, dividend or distribution of
property to the stockholders of the Corporation which in the judgment of the
Committee materially affects the value of the Common Stock, or if some other
capital change or adjustment affecting the Common Stock shall be made, the
Committee shall in such manner and to such extent as it deems an appropriate,
equitable, and proportionate adjustment to the number and kind of securities,
obligations or other consideration (including cash of other property) that is
subject to or may be delivered under this Plan and pursuant to outstanding
Awards and in any applicable performance standards and (if applicable)
subsequent Awards, subject (i) in the case of a transaction that the Corporation
does not survive as a legal entity to any required approval of the surviving or
successor entity (or a parent or subsidiary thereof); (ii) in the case of a
transaction to be accounted for as a pooling of interests, to any applicable
limitations under generally accepted accounting principles; and (iii) to the
provisions of Section 7.4 below. A corresponding adjustment to the
consideration payable with respect to Awards granted prior to any such change
and to the price, if any, to be paid in connection with Restricted Stock Awards
or Performance Share Awards shall also be made. Corresponding adjustments shall
be made with respect to Stock Appreciation Rights related to Options based upon
the adjustments made to the Options to which they are related. Further, 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, the Committee may 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 it deems such action necessary or appropriate to permit the Participant to
realize the benefits intended to be conveyed with respect to the underlying
shares in the same manner as is or will be available to stockholders generally.
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(b) SECTION 16 DEFERRAL. The foregoing adjustments to Awards granted
to such Participants may be suspended or deferred for so long as the Committee
determines that such adjustments adversely affect the ability of persons subject
to the reporting and liability provisions of Section 16 of the Exchange Act to
avoid liability under Section 16 of the Exchange Act.
(c) ASSUMPTION; SUBSTITUTION; OTHER SETTLEMENT ADJUSTMENTS. Whether
or not an Award is vested at the time of an Event, the Committee, prior to the
Event but subject to any applicable limitations (in the case of a transaction to
be accounted for as a pooling of interests) under generally accepted accounting
principles, may in its discretion further provide in respect of any or all
outstanding Awards:
(i) for the assumption of the outstanding Awards by a successor
entity, or a parent or subsidiary thereof, with appropriate adjustments to
the type of securities or property to be delivered, or
(ii) for the substitution for the outstanding Awards of new
Awards covering securities, obligations or consideration (including cash or
other property), or any combination thereof, of or from the Corporation or a
successor entity, or a parent or subsidiary thereof,
in either case with appropriate, proportionate, equitable adjustments as to
number and kind of securities, obligations and/or other consideration
deliverable in respect of the vesting or on exercise of an Award and the
applicable exercise or other prices and conditions in respect thereof; or
(iii) for the payment of the fair value of the outstanding Awards
in complete settlement of all rights of the Participant thereunder; and
(iv) if such provision is made under this Section 7.2(c), the
Committee as constituted prior to the Event also may terminate the original
Award upon such assumption, substitution or payment.
(d) OTHER BENEFITS. In addition, the Committee may grant such
additional rights in the foregoing circumstances as the Committee deems to be in
the best interest of the Participants and the Corporation in order to preserve
for the Participants the benefits of their Awards.
(e) RELIANCE. In adjusting Awards to reflect the changes
described in this Section 7.2, or in determining that no such adjustment is
necessary, the Committee may rely upon the advice of independent counsel and
accountants of the Corporation, and the determination of the Committee shall be
conclusive.
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7.3 EFFECT OF TERMINATION OF EMPLOYMENT. Unless the Committee otherwise
expressly provides in or by amendment to the Award Agreement:
(a) OPTIONS - RESIGNATION; DISMISSAL WITHOUT CAUSE. 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 3.3, 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, DISABILITY OR DEATH. If the Participant's
employment by the Company terminates as a result of Retirement, Total
Disability, or death, the Participant or 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
3.3, 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) SARS. Each Stock Appreciation Right granted concurrently with an
Option shall have the same termination provisions and exercisability periods
as the Option to which it relates. The exercisability period of a Stock
Appreciation Right shall not exceed that provided in Section 3.3 or in the
related Award Agreement and the Stock Appreciation Right shall expire at the
end of such exercisability period.
(d) RESTRICTED AND PERFORMANCE SHARES. In the event of a termination
of employment with the Company for any reason, (i) shares of Common Stock
subject to the Participant's Restricted Stock Award shall be forfeited in
accordance with the provisions of the related Award Agreement to the extent
such shares have not become vested on that date; and (ii) shares of Common
Stock subject to the Participant's Performance Share Award shall be
forfeited in accordance with the provisions of the related Award Agreement
to the extent such shares have not been issued or become issuable on that
date.
(e) ADJUSTMENT. In the event 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 (subject to the provisions of Sections
2.5, 3.4, 5.1 and 6.1 and 7.5, 7.7 and 7.12) accelerate exercisability or
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vesting or extend the exercisability or vesting period of an Award, or make
other changes to or provide for alternative settlement of an Award.
(f) CHANGE IN OWNERSHIP OF SUBSIDIARY. If an entity ceases to be a
Subsidiary, such action shall be deemed for purposes of this Section 7.3 to
be a termination of employment of each employee of that entity who does not
continue as an employee of another entity within the Company.
7.4 ACCELERATION OF AWARDS UPON AN EVENT; OTHER CHANGES IN AWARDS.
Unless prior to an Event the Committee determines that, upon its
occurrence, there shall be no acceleration of Awards or determines those Awards
which shall be accelerated and the extent to which they shall be accelerated,
upon the occurrence of an Event (i) each Option and each related Stock
Appreciation Right shall become immediately exercisable to the full extent
theretofore not exercisable, (ii) Restricted Stock shall immediately vest free
of restrictions, and (iii) the number of shares covered by each Performance
Share Award shall be issued to the Participant. Acceleration of Awards shall
comply with applicable regulatory requirements, including without limitation
Rule 16b-3 and Section 422 of the Code.
7.5 COMPLIANCE; GOVERNMENT REGULATIONS.
This Plan, the granting and vesting of Awards under this Plan and the
offer, issuance or delivery of shares of Common Stock (and/or the payment of
money or other property or securities) pursuant to this Plan or Awards are
subject to compliance with all applicable federal and state laws, rules and
regulations and to such approvals by any listing, regulatory or governmental
agency (including without limitation "no action" positions of the Commission) as
may, in the opinion of counsel for the Corporation, be necessary or advisable in
connection therewith. In connection with any stock issuance or transfer, the
person acquiring the shares shall, if requested by the Corporation, give
assurances satisfactory to counsel to the Corporation in respect of such matters
as the Corporation may deem necessary or desirable to assure compliance with all
applicable legal requirements.
7.6 TAX WITHHOLDING.
Upon the disposition by a Participant or other person 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, or upon the exercise of a Nonqualified Stock Option, the
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exercise of a Stock Appreciation Right, the vesting of a Restricted Stock Award,
or the payment of a Performance Share Award, the Company shall have the right to
(i) require such Participant or such other person to pay by cash, or certified
or cashier's check payable to the Company, the amount of any taxes which the
Company may be required to withhold with respect to such transaction or
(ii) deduct from amounts paid in cash the amount of any taxes which the Company
may be required to withhold with respect to such cash amounts. The above
notwithstanding, in any case where a tax is required to be withheld in
connection with the issuance, transfer or vesting of shares of Common Stock
under this Plan, the Participant may elect, pursuant to such rules and subject
to such conditions as the Committee may establish (which conditions may require
its specific approval, on a case-by-case basis), to have the Company reduce the
number of such shares issued or transferred by the appropriate number of shares
to accomplish such withholding. The Committee may impose conditions on the
payment of any withholding obligation necessary in the case of persons subject
to the reporting and liability provisions of Section 16 of the Exchange Act to
enable them to avoid liability under Section 16 of the Exchange Act or to secure
the benefits otherwise available under any applicable exemptive or other rule
thereunder with respect to a "plan" or particular award or action related
thereto. In any event, the Corporation shall not be obligated to issue or
deliver shares and/or distribute cash to the Participant upon exercise or
vesting of any Award, unless such withholding (or offset) as of or prior to the
date of such issue or delivery is sufficient to cover all such sums due or which
may be due with respect to such exercise or vesting.
7.7 AMENDMENT, TERMINATION AND SUSPENSION.
(a) PLAN CHANGES. The Board may, at any time, terminate or, from
time to time, amend, modify or suspend this Plan (or any part hereof),
including without limitation, amendments or modifications as may be
necessary to enable Participants to avoid liability under Section 16 of the
Exchange Act or to secure the benefits otherwise available under any
applicable exemptive or other rule thereunder with respect to a "plan" or
particular award or action related thereto. In addition, the Committee may,
from time to time, amend or modify any provision of this Plan, except
Section 7.2 or 7.4. No Awards may be granted during any suspension of this
Plan or after its termination, but the Committee shall retain jurisdiction
hereunder in respect of Awards granted prior thereto and may consistent with
the terms hereof modify such Awards unless the Board otherwise provides.
(b) CHANGES TO OUTSTANDING AWARDS. The Committee may, with the
consent of the Participant, as to any adverse change make such modifications
of the terms and conditions of such Participant's
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Award as it shall deem advisable. The Committee, with the consent of the
Participant, may also amend the terms of any Option to provide that the
purchase price under the Option of the shares remaining subject to the
original Award shall be reestablished at a price not less than 100% of the
Fair Market Value of the Common Stock on the effective date of the amendment.
No modification of any other term or provision of any Option which is
amended in accordance with the foregoing shall be required, although the
Committee may, in its discretion, make such further modifications of any such
Option as are not inconsistent with or prohibited by this Plan. Changes
pursuant to Section 7.2 or 7.4 are not limited by or subject to this Section
7.7(b).
(c) STOCKHOLDER APPROVAL. If an amendment would (i) materially
increase the benefits accruing to Participants under this Plan,
(ii) materially increase the aggregate number of securities which may be
issued under this Plan, or (iii) materially modify the requirements of
eligibility for participation in this Plan, the amendment shall be approved
by the Board and, to the extent then required by Section 424 of the Code or
as may be necessary or desirable to avoid liability under Section 16 of the
Exchange Act or to secure the benefits otherwise available under any
applicable exemptive or other rule thereunder with respect to a "plan" or
particular award or action related thereto or required by any other
applicable law, or any successor provision thereto, by the requisite number
of stockholders.
(d) EFFECT OF PLAN AMENDMENT ON OUTSTANDING AWARD. Any amendment,
suspension or termination of this Plan shall not, without specific action of
the Board or the Committee and the consent of the Participant as to any
adverse change, in any way modify, amend, alter or impair any rights or
obligations under any Award previously granted under this Plan.
7.8 PRIVILEGES OF STOCK OWNERSHIP; NONDISTRIBUTIVE INTENT.
A Participant shall not be entitled to the privilege of stock
ownership as to any shares of Common Stock not actually issued to him or her.
Upon the issuance and transfer of shares to the Participant, unless a
registration statement is in effect under the Securities Act and applicable
state securities law relating to such issued and transferred Common Stock and
there is available for delivery a prospectus meeting the requirements of Section
10 of the Securities Act, the Common Stock may be issued and transferred to the
Participant only if he or she represents and warrants in writing to the
Corporation that the shares are being acquired for investment and not with a
view to the resale or distribution thereof.
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7.9 EFFECTIVE DATE OF THIS PLAN.
The effective date of this Plan was May 15, 1991. Material amendments
to this Plan effective February 1, 1996, are subject to approval by the
stockholders of the Corporation at their next annual meeting.
7.10 TERM OF THIS PLAN.
Unless previously terminated by the Board, this Plan shall terminate
at the close of business on May 14, 2001, and no Awards shall be granted under
it thereafter, but such termination shall not affect any Award theretofore
granted or the authority of the Committee with respect to Awards then
outstanding.
7.11 GOVERNING LAW.
This Plan and the documents evidencing Awards and all other related
documents shall be governed by, and construed in accordance with, the laws of
the State of California. 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 to be fully effective.
7.12 LIMITATIONS AS TO EXECUTIVE OFFICERS.
(a) RULE 16b-3; BIFURCATION. It is the intent of the Corporation
that this Plan and Awards hereunder satisfy and be interpreted in a manner
that in the case of Participants who are or may be subject to Section 16 of
the Exchange Act satisfies the applicable requirements of Rule 16b-3 so
that such persons (unless they otherwise agree) will be entitled to the
benefits of Rule 16b-3 or other exemptive rules under Section 16 of the
Exchange Act and will not be subjected to avoidable liability thereunder.
If any provision of this Plan or of any Award would otherwise frustrate or
conflict with the intent expressed above, that provision to the extent
possible shall be interpreted and deemed amended so as to avoid such
conflict, but to the extent of any remaining irreconcilable conflict with
such intent as to such persons in the circumstances, such provision shall be
disregarded. 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 this Plan or any Award
Agreement intended (or required in order) to satisfy the applicable
requirements of Rule 16b-3 are only applicable to Section 16 Persons and to
those Awards to Section 16 Persons intended to satisfy the requirements of
Rule 16b-3.
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(b) SECTION 162(m). It is the further intent of the Corporation that
Options or SARs with an exercise or base price not less than Fair Market
Value on the date of grant and performance awards under Section 6.2 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.
(c) RULE 16b-3 TRANSITION PERIOD PROVISIONS. During the transition
period in respect of Rule 16b-3, any derivative security the grant of which
is intended to be exempt from Rule 16b-3 shall not be transferable other
than as permitted by former Rule 16b-3(d)(ii); the exercise price or other
consideration for any exempt grant or Award (and the timing of any right to
elect to purchase Restricted Stock) shall conform to any additional time and
price limitations under former Rule 16b-3; and no member of the Board of
Directors who is not an officer or employee of the Corporation shall be
eligible for any Award under this Plan.
7.13 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.
7.14 NO FRACTIONAL INTEREST.
No fractional shares of stock shall be issued under this Plan, but
fractional interests may be accumulated or paid in cash.
7.15 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.
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DOLE FOOD COMPANY, INC.
NON-EMPLOYEE DIRECTORS
DEFERRED STOCK AND CASH COMPENSATION PLAN
<PAGE>
NON-EMPLOYEE DIRECTORS DEFERRED STOCK
AND CASH COMPENSATION PLAN
TABLE OF CONTENTS
Page
----
ARTICLE I TITLE, PURPOSE AND AUTHORIZED SHARES . . . . . . . . . 1
ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE III PARTICIPATION . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE IV DEFERRAL MANDATES AND ELECTIONS . . . . . . . . . . . . 4
4.1. Mandatory Deferral. . . . . . . . . . . . . . . . . . . . . . . . 4
4.2. Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V DEFERRAL ACCOUNTS . . . . . . . . . . . . . . . . . . . 5
5.1. Cash Account. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.2. Stock Unit Account. . . . . . . . . . . . . . . . . . . . . . . . 6
5.3. Dividend Equivalent Credits to Stock Unit Account . . . . . . . . 7
5.4. Immediate Vesting and Accelerated Crediting . . . . . . . . . . . 7
5.5. Distribution of Benefits. . . . . . . . . . . . . . . . . . . . . 7
5.6. Adjustments in Case of Changes in Common Stock. . . . . . . . . . 8
5.7. Company's Right to Withhold . . . . . . . . . . . . . . . . . . . 8
5.8 Stockholder Approval. . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE VI ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . 9
6.1. The Administrator . . . . . . . . . . . . . . . . . . . . . . . . 9
6.2. Committee Action. . . . . . . . . . . . . . . . . . . . . . . . . 9
6.3. Rights and Duties . . . . . . . . . . . . . . . . . . . . . . . . 9
6.4. Indemnity and Liability . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE VII PLAN CHANGES AND TERMINATION. . . . . . . . . . . . . . 10
7.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.2 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 11
8.1. Limitation on Eligible Directors' Rights. . . . . . . . . . . . . 11
8.2. Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.3. Benefits Not Assignable; Obligations Binding Upon Successors. . . 12
8.4. Governing Law; Severability . . . . . . . . . . . . . . . . . . . 12
8.5. Compliance With Laws. . . . . . . . . . . . . . . . . . . . . . . 12
8.6. Plan Construction . . . . . . . . . . . . . . . . . . . . . . . . 13
8.7. Headings Not Part of Plan . . . . . . . . . . . . . . . . . . . . 13
8.8 Relationship to the 1993 Deferred Compensation Plan . . . . . . . 13
8.9 Irrevocability of Payout Elections. . . . . . . . . . . . . . . . 13
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NON-EMPLOYEE DIRECTORS DEFERRED STOCK
AND CASH COMPENSATION PLAN
(Effective as of April 1, 1996)
ARTICLE I
TITLE, PURPOSE AND AUTHORIZED SHARES
This Plan shall be known as "Dole Food Company, Inc. Non-Employee
Directors Deferred Stock and Cash Compensation Plan" and shall be effective as
of April 1, 1996. The purpose of this Plan is to attract, motivate and retain
experienced and knowledgeable directors of the Company by permitting them to
defer compensation and affording them the opportunity to link that compensation
to an equity interest in the Company. The total number of shares of Common
Stock that may be delivered pursuant to awards under this Plan is 100,000,
subject to adjustments contemplated by Section 5.6.
ARTICLE II
DEFINITIONS
Whenever the following terms are used in this Plan they shall have the
meaning specified below unless the context clearly indicates to the contrary:
ACCOUNT or ACCOUNTS shall mean one or more of the Eligible Director's
Cash Account and Stock Unit Account or Accounts, as the context requires.
AVERAGE FAIR MARKET VALUE shall mean the average of the Fair Market
Values of a share of Common Stock during the last 10 trading days preceding the
applicable Award Date.
AWARD DATE shall mean (a) with reference to accruals under Section
4.1, June 30 of the applicable Year, and (b) with reference to elections under
Section 4.2, (1) in the case of cash deferrals for Meeting and Other Fees, the
date of the meeting or other event for which the Compensation is payable, (2) in
the case of cash deferrals for the Retainer, the last day of the applicable
quarter, and (3) in the case of Stock Unit credits, the June 30 or December 31
on which (or next following the date on which) cash would otherwise have been
paid; except as provided in Section 5.4.
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BOARD shall mean the Board of Directors of the Company.
CASH ACCOUNT shall mean the bookkeeping account maintained by the
Company on behalf of a Participant who elects to defer his or her Compensation
in cash pursuant to Section 4.2 and unless the context otherwise requires shall
include any Rollover Account.
CHANGE IN CONTROL EVENT shall have the meaning specified for such term
under the 1995 Non-Employee Director Stock Option Plan.
CODE shall mean the Internal Revenue Code of 1986, as amended.
COMMON STOCK shall mean the Common Stock of the Company, subject to
adjustment pursuant to Section 5.6.
COMMITTEE shall mean the Board or a Committee of the Board acting in
accordance with Article VI.
COMPANY shall mean Dole Food Company, Inc. a Hawaii corporation, and
its successors and assigns.
COMPENSATION shall mean the Retainer and Meeting and Other Fees.
DISINTERESTED DIRECTOR shall mean a member of the Board who is not
disqualified from making decisions concerning this Plan or actions hereunder
under any applicable legal requirements, including Rule 16b-3 under the Exchange
Act.
DIVIDEND EQUIVALENT shall mean the amount of cash dividends or other
cash distributions paid by the Company on that number of shares of Common Stock
equivalent to the number of Stock Units then credited to a Participant's Stock
Unit Account, which amount shall be allocated as additional Stock Units to the
Participant's Stock Unit Account, as provided in Section 5.3.
EFFECTIVE DATE shall mean April 1, 1996.
ELIGIBLE DIRECTOR shall mean a member of the Board who is not an
officer or employee of the Company and who is compensated in the capacity as a
director and (with reference to any outstanding Account balance under this Plan)
any person who has an Account balance under this Plan by reason of his or her
prior status as an Eligible Director.
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EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as
amended from time to time.
FAIR MARKET VALUE shall mean on any date the closing price of the
Common Stock on the Composite Tape, as published in the Western Edition of The
Wall Street Journal, of the principal securities exchange or market on which the
Common Stock is so listed, admitted to trade, or quoted on such date, or, if
there is no trading of the Common Stock on such date, then the closing price of
the Common Stock as quoted on such Composite Tape on the next preceding date on
which there was trading in such shares. If the Common Stock is not so listed,
admitted or quoted, the Committee may designate such other exchange, market or
source of data as it deems appropriate for determining such value for purposes
of this Plan.
INTEREST RATE shall mean the rate that is 120% of the federal long-
term rate for compounding on a quarterly basis, determined and published by the
Secretary of the United States Department of Treasury under Section 1274(d) of
the Code, for the month in which interest is credited.
MEETING AND OTHER FEES shall mean all meeting fees (including
committee meeting fees) and other fees except for the Retainer that are payable
by the Company to an Eligible Director for services as a director of the
Company.
PARTICIPANT shall mean any person who has an Account balance under
this Plan.
PLAN shall mean the Dole Food Company, Inc. Non-Employee Directors
Deferred Stock and Cash Compensation Plan.
RETAINER shall mean the annual retainer payable by the Company to an
Eligible Director.
ROLLOVER ACCOUNT shall mean the bookkeeping account maintained by the
Company on behalf of an Eligible Director with respect to his or her prior
account balance under the Company's 1993 Board of Directors Deferred
Compensation Plan that has been transferred to this Plan pursuant to Section
8.8.
STOCK UNIT OR 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 solely for purposes of this Plan.
STOCK UNIT ACCOUNT shall mean the bookkeeping account maintained by
the Company on behalf of each Eligible
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<PAGE>
Director which is credited with Stock Units in accordance with Section 5.2.
TRANSITION PERIOD shall mean the period ending on the day that the
Company elects or is required to become subject to Rule 16b-3 as revised in 1991
(as the same may be further amended).
YEAR shall mean the calendar year.
ARTICLE III
PARTICIPATION
Each Eligible Director shall participate under Section 4.1 of this
Plan with respect to the entire amount of Retainer that would otherwise be
payable to the director from January 1 through June 30 of each Year (or, for
1996, from April 1 through September 30). Each Eligible Director may elect
to defer under and subject to Section 4.2 of this Plan his or her remaining
Compensation for the applicable Year.
ARTICLE IV
DEFERRAL MANDATES AND ELECTIONS
4.1. MANDATORY DEFERRAL.
The Stock Unit Account of each Eligible Director shall be credited
on each June 30 with a number of Units determined by dividing the amount of
the Retainer otherwise payable to the Eligible Director from January 1 (or
the date service commences or, for 1996, the Effective Date) through June 30
of the applicable Year (or, for 1996, through September 30) by the Average
Fair Market Value of the Common Stock on the Award Date.
4.2. ELECTIONS.
(a) INITIAL ELECTION FOR REMAINING RETAINER AND MEETING AND
OTHER FEES EARNED DURING 1996. On or before June 30, 1996, each Eligible
Director may make an irrevocable election to defer Meeting and Other Fees for
the last half of 1996,and the remainder of the Retainer payable for services
to be rendered by the Eligible Director during the last quarter of 1996 in
cash or Stock Units.
4
<PAGE>
(b) SUBSEQUENT ELECTIONS.
(1) CASH DEFERRALS. On or before December 31 of each Year (or, in the
case of a person who first becomes an Eligible Director during the Year, within
30 days after election to office), each Eligible Director may make an
irrevocable election to defer all or part of the remaining Compensation not
otherwise deferred pursuant to Section 4.1 or 4.2(b)(2)(subject to subsection
(c) hereof) payable for services to be rendered by the Eligible Director during
the next Year (or remainder of the Year, as the case may be), in cash.
(2) STOCK UNITS. On or before June 30 of every third Year,
commencing June 30, 1996 or, after the Transition Period, each Year (or, in
the case of a person who first becomes an Eligible Director after the
applicable June 30, within 30 days after election to office), each Eligible
Director may make an irrevocable election to defer, in Stock Units, all or
part of the remaining Compensation not otherwise deferred pursuant to
Section 4.1 or 4.2(b)(1)(subject to subsection (c) hereof) payable to the
Eligible Director for services to be rendered during the period commencing on
January 1 of the next Year and ending on (i) the earlier of (A) the last day
of the third full Year after the election is made or (B) the last day of
the Year at least six months after the Transition Period expires or
(ii) after the Transition Period expires, the last day of the next Year,
subject to Section 8.6.
(c) PERMITTED AMOUNTS; ELECTIONS. The portions of the remaining
Retainer and Meeting and Other Fees subject to deferral shall be limited to
increments of 25%, 50%, 75% or 100%. All elections shall be in writing on forms
provided by the Company. If an election is made under this Section and is not
revoked or changed by the end of the applicable deferral period with respect to
the next applicable period, the election will be deemed a continuing one.
ARTICLE V
DEFERRAL ACCOUNTS
5.1. CASH ACCOUNT. If an Eligible Director has made a cash election
under Section 4.2, the Company shall establish and maintain a Cash Account for
the Eligible Director under this Plan, which Account shall be a memorandum
account on the books of the Company. An Eligible Director's Cash Account shall
be credited as follows:
(a) As of the date the Compensation would have been otherwise
payable, the Company shall credit
5
<PAGE>
the Eligible Director's Cash Account with an amount equal to the portion of
the Retainer (in the third and fourth quarters only) and Meeting and Other
Fees so deferred by the Eligible Director; and
(b) As of the last day of each calendar quarter, the Eligible
Director's Cash Account shall be credited with earnings in an amount equal
to the product of the balance credited to such account as of the last day
of the preceding quarter by an amount equal to one-fourth of the Interest
Rate.
5.2. STOCK UNIT ACCOUNT.
(a) MANDATORY DEFERRALS. Deferrals pursuant to Section 4.1 shall be
credited on the applicable Award Date to the Stock Unit Account of the Eligible
Director. The number of Units credited shall be determined by dividing the
dollar amount of the Retainer so deferred and payable to the Eligible Director
by the Average Fair Market Value of a share of Common Stock as of June 30 of the
applicable year.
(b) ELECTIVE DEFERRALS. If an Eligible Director has made a Stock
Unit election under Section 4.2, the Committee shall, as of the end of the
semi-annual period in which such Compensation was earned and would otherwise be
paid, credit the Eligible Director's Stock Unit Account with an amount of Units
determined by dividing the applicable portion of the Eligible Director's
Retainer and Meeting and Other Fees (after crediting any interest that would
have been credited as of such date if such amounts had been deferred into a Cash
Account) by the Fair Market Value of a share of Common Stock as of the
applicable June 30 or December 31.
(c) LIMITATIONS ON RIGHTS ASSOCIATED WITH UNITS. An Eligible
Director's Stock Unit Account shall be a memorandum account on the books of the
Company. The Units credited to an Eligible Director's Stock Unit Account shall
be used solely as a device for the determination of the number of shares of
Common Stock to be eventually distributed to such Eligible Director in
accordance with this Plan. The Units shall not be treated as property or as a
trust fund of any kind. No Eligible Director shall be entitled to any voting or
other stockholder rights with respect to Units granted or credited under this
Plan. The number of Units credited (and the Common Stock to which the Eligible
Director is entitled under this Plan) shall be subject to adjustment in
accordance with Section 5.6.
6
<PAGE>
5.3. DIVIDEND EQUIVALENT CREDITS TO STOCK UNIT ACCOUNT. As of June
30 or December 31, as the case may be, an Eligible Director's mandatory and any
elective Stock Unit Accounts shall be credited with additional Units in an
amount equal to the amount of the Dividend Equivalents representing dividends
paid during the preceding six months on that number of shares equal to the
aggregate Stock Units in the Participant's Stock Unit Account as of the
preceding December 31 or June 30, as the case may be, divided by the Fair Market
Value of a share of Common Stock as of the applicable June 30 or December 31, as
the case may be.
5.4. IMMEDIATE VESTING AND ACCELERATED CREDITING.
(a) UNITS AND OTHER AMOUNTS VEST IMMEDIATELY. All Units or other
amounts credited to one or more of an Eligible Director's Stock Unit or Cash
Accounts (including any Rollover Account) shall be at all times fully vested.
(b) ACCELERATION OF CREDITING OF ACCOUNTS. The crediting of the
rights of each Eligible Director in respect of Accounts shall be accelerated if
an Eligible Director ceases to be a member of the Board. In such case: (1) the
amount of cash that would have been credited as the next quarter end shall be
prorated based on the number of full weeks of service during the applicable
period; and (2) the number of Units that would have been credited to the
Eligible Director's Stock Unit Accounts as of the next June 30 or December 31,
as the case may be, shall be prorated based on the number of full weeks of
service during the applicable period. For these purposes, the Award Date shall
be deemed to be the date of termination of service.
5.5. DISTRIBUTION OF BENEFITS.
(a) COMMENCEMENT OF BENEFIT DISTRIBUTION. Each Eligible Director
shall be entitled to receive a distribution of his or her Accounts upon his or
her termination of service on the Board. Notwithstanding the foregoing, the
distribution of each Eligible Director's Rollover Account shall be governed by
Section 8.8.
(b) MANNER OF DISTRIBUTION. The benefits payable under this Plan
shall be distributed to the Eligible Director (or, in the event of his or her
death, the Eligible Director's Beneficiary) in a lump sum, or, subject to
Sections 8.6 and 8.9, as permitted by this Section 5.5(b). Each Eligible
Director may elect in writing on forms provided by the Company at the time of
making his or her deferral election under Article IV or (subject to Sections 8.6
and 8.9) at least 12 months in advance of the date benefits become distributable
under Section 5.5(a) to receive a distribution of his or her benefits in up to
five
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<PAGE>
annual installments. Such installment payments shall commence as of the date
benefits become distributable under Section 5.5(a). Notwithstanding the
foregoing, if the balance remaining in an Eligible Director's Cash Account is
less than $5,000 or, if the number of Units remaining in the Eligible Director's
Stock Unit Accounts is less than 100, then such remaining balances shall be
distributed in a lump sum.
(c) EFFECT OF CHANGE IN CONTROL EVENT. Notwithstanding Sections
5.5(a) and (b), if a Change in Control Event and a termination of service has
occurred or shall occur, the Eligible Director's Accounts (including accelerated
benefits under Section 5.4(b)) shall be distributed immediately in a lump sum.
(d) FORM OF DISTRIBUTION. Stock Units credited to an Eligible
Director's Stock Unit Account shall be distributed in an equivalent whole number
of shares of the Company's Common Stock. Fractions shall be disregarded.
Amounts credited to an Eligible Director's Cash Account, including any Rollover
Account, shall be distributed in cash.
5.6. ADJUSTMENTS IN CASE OF CHANGES IN COMMON STOCK. If any stock
dividend, stock split, recapitalization, merger, consolidation, combination or
other reorganization, exchange of shares, sale of all or substantially all of
the assets of the Company, split-up, split-off, spin-off, extraordinary
redemption, liquidation or similar change in capitalization or any distribution
to holders of the Company's Common Stock (other than cash dividends and cash
distributions) shall occur, proportionate and equitable adjustments consistent
with the effect of such event of stockholders generally (but without duplication
of benefits if Dividend Equivalents are credited) shall be made in the number
and type of shares of Common Stock or other securities, property and/or rights
contemplated hereunder and of rights in respect of Units and Accounts credited
under this Plan so as to preserve the benefits intended.
5.7. COMPANY'S RIGHT TO WITHHOLD. The Company shall satisfy any
state or federal income tax withholding obligation arising upon distribution of
an Eligible Director's Accounts by reducing the amount of cash or the number of
shares of Common Stock otherwise deliverable to the Eligible Director, as the
case may be. The appropriate number of shares required to satisfy such tax
withholding obligation in the case of Stock Units will be based on the Fair
Market Value of a share of Common Stock on the day prior to the date of
distribution. If the Company, for any reason, cannot satisfy the withholding
obligation in accordance with the preceding sentence, the Eligible
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<PAGE>
Director shall pay or provide for payment in cash of the amount of any taxes
which the Company may be required to withhold with respect to the benefits
hereunder.
5.8 STOCKHOLDER APPROVAL. This Plan, and all the elections, actions
and accruals with respect to Stock Units and Dividend Equivalents made prior to
stockholder approval, shall be subject to approval of this Plan by the
stockholders of the Company. Notwithstanding anything else contained herein to
the contrary, if stockholder approval of this Plan is not obtained by December
31, 1996, this Plan and all provisions of and elections under this Plan shall be
deemed rescinded.
ARTICLE VI
ADMINISTRATION
6.1. THE ADMINISTRATOR. The Committee hereunder shall consist of the
Board or two (2) or more Disinterested Directors appointed from time to time by
the Board to serve at its pleasure. Any member of the Committee may resign by
delivering a written resignation to the Board. Members of the Committee shall
not receive any additional compensation for administration of this Plan.
6.2. COMMITTEE ACTION. A member of the Committee shall not vote or
act upon any matter which relates solely to himself or herself as a Participant
in this Plan. Action of the Committee with respect to the administration of
this Plan shall be taken pursuant to a majority vote or by unanimous written
consent of its members.
6.3. RIGHTS AND DUTIES. Subject to the limitations of this Plan, the
Committee shall be charged with the general administration of this Plan and the
responsibility for carrying out its provisions, and shall have powers necessary
to accomplish those purposes, including, but not by way of limitation, the
following:
(a) To construe and interpret this Plan;
(b) To resolve any questions concerning the amount of benefits
payable to a Participant (except that no member of the Committee shall
participate in a decision relating solely to his or her own benefits);
(c) To make all other determinations required by this Plan;
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<PAGE>
(d) To maintain all the necessary records for the administration of
this Plan; and
(e) To make and publish forms, rules and procedures for the
administration of this Plan.
The determination of the Committee made in good faith as to any
disputed question or controversy and the Committee's determination of benefits
payable to Eligible Directors shall be conclusive. In performing its duties,
the Committee shall be entitled to rely on information, opinions, reports or
statements prepared or presented by: (i) officers or employees of the Company
whom the Committee believes to be reliable and competent as to such matters; and
(ii) counsel (who may be employees of the Company), independent accountants and
other persons as to matters which the Committee believes to be within such
persons' professional or expert competence. The Committee shall be fully
protected with respect to any action taken or omitted by it in good faith
pursuant to the advice of such persons. The Committee may delegate ministerial,
bookkeeping and other non-discretionary functions to individuals who are
officers or employees of the Company.
6.4. INDEMNITY AND LIABILITY. All expenses of the Committee shall be
paid by the Company and the Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance of its duties.
No member of the Committee shall be liable for any act or omission of any other
member of the Committee nor for any act or omission on his or her own part,
excepting only his or her own willful misconduct or gross negligence. To the
extent permitted by law, the Company shall indemnify and save harmless each
member of the Committee against any and all expenses and liabilities arising out
of his or her membership on the Committee, excepting only expenses and
liabilities arising out of his or her own willful misconduct or gross
negligence, as determined by the Board.
ARTICLE VII
PLAN CHANGES AND TERMINATION
7.1 AMENDMENTS. The Board shall have the right to amend this
Plan in whole or in part from time to time or may at any time suspend or
terminate this Plan; PROVIDED, however, that, except as contemplated by Section
5.8, no amendment or termination shall cancel or otherwise adversely affect in
any way, without his or her written consent, any Eligible Director's rights with
respect to Stock Units and Dividend Equivalents credited to his or her Stock
Unit Accounts (assuming solely for such purposes a
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<PAGE>
voluntary termination of services as of the date of such amendment or
termination) or to any amounts previously credited (or that in such
circumstances would be credited) to his or her Cash Account, including any
Rollover Account. Any amendments authorized hereby shall be stated in an
instrument in writing, and all Eligible Directors shall be bound thereby upon
receipt of notice thereof. Notwithstanding the preceding, the provisions of
this Plan that determine the amount, price or timing of benefits related to
Stock Units or Dividend Equivalents shall not be amended more than once every
six months (other than as may be necessary to conform to any applicable changes
in the Code or the rules thereunder), unless such amendment would be consistent
with the provisions of Rule 16b-3(c)(2)(ii) (or any successor provision)
promulgated under the Exchange Act.
7.2. TERM. It is the current expectation of the Company that
this Plan shall be continued for a period of 10 years after the Effective
Date, but continuance of this Plan is not assumed as a contractual obligation
of the Company. In the event that the Board of Directors decides to
discontinue or terminate this Plan, it shall notify the Committee and
Participants in this Plan of its action in writing, and this Plan shall be
terminated at the time therein set forth. All Participants shall be bound
thereby. In such event, the then credited benefits of a Participant
(including any accelerated benefits under Section 5.4) shall be distributed
at the time(s) and in the manner elected and provided under Section 5.5.
ARTICLE VIII
MISCELLANEOUS
8.1. LIMITATION ON ELIGIBLE DIRECTORS' RIGHTS. Participation in this
Plan shall not give any person the right to continue to serve as a member of the
Board or any rights or interests other than as herein provided. No Participant
shall have any right to any payment or benefit hereunder except to the extent
provided in this Plan. This Plan shall create only a contractual obligation on
the part of the Company as to such amounts and shall not be construed as
creating a trust. This Plan, in and of itself, has no assets. Participants
shall have only the rights of a general unsecured creditor of the Company with
respect to amounts credited and benefits payable, if any, on their Cash Accounts
and rights no greater than the right to receive the Common Stock (or equivalent
value) as a general unsecured creditor.
11
<PAGE>
8.2. BENEFICIARIES.
(a) BENEFICIARY DESIGNATION. Upon forms provided by and subject to
conditions imposed by the Company, each Participant may designate in writing the
Beneficiary or Beneficiaries (as defined in Section 8.2(b)) whom such
Participant desires to receive any amounts payable under this Plan after his or
her death. The Company and the Committee may rely on the Participant's
designation of a Beneficiary or Beneficiaries last filed in accordance with the
terms of this Plan.
(b) DEFINITION OF BENEFICIARY. A Participant's "Beneficiary" or
"Beneficiaries" shall be the person, persons, trust or trusts (or similar
entity) designated by the Participant or, in the absence of a designation,
entitled by will or the laws of descent and distribution to receive the
Participant's benefits under this Plan in the event of the Participant's death,
and shall mean the Participant's executor or administrator if no other
Beneficiary is identified and able to act under the circumstances.
8.3. BENEFITS NOT ASSIGNABLE; OBLIGATIONS BINDING UPON SUCCESSORS.
Benefits of a Participant under this Plan shall not be assignable or
transferable and any purported transfer, assignment, pledge or other encumbrance
or attachment of any payments or benefits under this Plan, or any interest
therein, other than by operation of law or pursuant to Section 8.2, shall not be
permitted or recognized. Obligations of the Company under this Plan shall be
binding upon successors of the Company.
8.4. GOVERNING LAW; SEVERABILITY. The validity of this Plan or any
of its provisions shall be construed, administered and governed in all respects
under and by the laws of the State of California. If any provisions of this
instrument shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.
8.5. COMPLIANCE WITH LAWS. This Plan and the offer, issuance and
delivery of shares of Common Stock and/or the payment of money through the
deferral of compensation under this Plan 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 to such approvals by any
listing, agency or any regulatory or governmental authority as may, in the
opinion of counsel for the Company, 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
12
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Company, provide such assurances and representations to the Company as the
Company may deem necessary or desirable to assure compliance with all applicable
legal requirements.
8.6. PLAN CONSTRUCTION. It is the intent of the Company that this
Plan satisfy and be interpreted in a manner that satisfies the applicable
requirements of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") so
that (i) Eligible Directors remain "disinterested" as defined in Rule 16b-3 for
purposes of administering other stock plans of the Company; and (ii) mandatory
deferrals and, to the extent elections are timely made, elective deferrals will
be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section
16 of the Exchange Act and will not be subjected to avoidable liability
thereunder. Any contrary interpretation shall be avoided.
8.7. HEADINGS NOT PART OF PLAN. Headings and subheadings in this
Plan are inserted for reference only and are not to be considered in the
construction of the provisions hereof.
8.8 RELATIONSHIP TO THE 1993 DEFERRED COMPENSATION PLAN. Subject to
Section 5.8, this Plan supersedes in its entirety the 1993 Board of Directors
Deferred Compensation Plan (the "1993 Plan"). As of the date of stockholder
approval of this Plan, accrued balances under the 1993 Plan shall be credited to
a Cash Account under this Plan and such balances shall thereafter be credited in
accordance with the provisions of this Plan. Payout elections under the 1993
Plan shall be conformed to the nearest equivalent under this Plan.
8.9 IRREVOCABILITY OF PAYOUT ELECTIONS. Subject to Section 8.6, a
Participant may, subject to the approval of the Committee, prospectively change
an election under Section 5.5(b) by a subsequent election that will take effect
at least 12 months after the subsequent election is received by the Company if,
in the opinion of Counsel to the Company, the subsequent election would not
adversely effect the disinterested administration of other plans of the Company
or the availability of any exemption available under Rule 16b-3 under the
Exchange Act for other Participants in this Plan or the efficacy of deferrals
under the Code in respect of other Participants in this Plan. The Committee
may, subject to Sections 8.5 and 8.6, permit elections by Participants that
would not qualify for exemption under Section 16(b) of the Exchange Act, so long
as the disinterested administration of other stock plans of the Company for
purposes of Rule 16b-3 is not compromised and the availability of any exemption
thereunder for other directors under this Plan is not compromised.
13
<PAGE>
DETACH HERE DOL 4
DOLE FOOD COMPANY, INC.
PROXY FOR COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
R The undersigned hereby appoints DAVID H. MURDOCK, DAVID A. DE LORENZO
O and J. BRETT TIBBITTS, and each of them, as Proxies, each with full power
X of substitution, and each with all powers that the undersigned would possess
Y if personally present, to vote all of the shares of Common Stock of Dole
Food Company, 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 Park Hyatt Hotel, 2151 Avenue of the Stars, Los Angeles,
California on Thursday, May 9, 1996, 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 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
Elaine L. Chao, Mike Curb, David A. DeLorenzo, Richard M. Ferry,
James F. Gary, Zoltan Merszei and David H. Murdock.
(IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE)
-----------
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS CARD SEE REVERSE
IN THE ENCLOSED PREPAID ENVELOPE SIDE
-----------
<PAGE>
[LOGO]
The National Cancer Institute says... "Stock-up on fruits and
vegetables for taste, convenience, and nutrition! Eat 5 servings
every day. Take the 5 A Day Challenge!"
[LOGO]
DETACH HERE DOL 2
PLEASE MARK
/X/ 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, 3 AND 4 AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE TIME MEETING.
The Board of Directors recommends a vote FOR items 1, 2, 3 and 4.
<TABLE>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS 2. Approve an amendment to the / / / / / /
(see reverse) Company's 1991 Stock Option
and Award Plan to increase
FOR WITHHELD the number of shares available
/ / / / under the Plan by 2,500,000
and to make certain other
amendments to the Plan.
FOR AGAINST ABSTAIN
3. Approve the Company's Non- / / / / / /
Employee Directors Deferred
Stock and Cash Compensation
Plan.
FOR AGAINST ABSTAIN
/ / 4. Elect Arthur Andersen LLP as / / / / / /
For all nominees except as noted above independent public accountants
and auditors for the 1996
fiscal year.
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: ----------------
</TABLE>
