FRESH DEL MONTE PRODUCE INC.
2010 NON-EMPLOYEE DIRECTORS EQUITY PLAN
EFFECTIVE MAY 5, 2010
This Fresh Del Monte Produce Inc. 2010 Non-Employee Director Equity Plan is intended to attract and
retain highly qualified persons to serve as non-employee directors of Fresh Del Monte Produce Inc., to promote
ownership by such non-employee directors of a greater proprietary interest in Fresh Del Monte Produce Inc.
thereby aligning such non-employee directors’ interests more closely with the interests of the stockholders of
Fresh Del Monte Produce Inc. The effectiveness of this Plan was approved by the Company’s stockholders at
the May 5, 2010 Annual Meeting.
As used in the Plan, the following definitions apply to the terms indicated below:
(a) “Annual Grant Date” shall mean the Effective Date of the Plan and the January 1 st of each calendar
year following the Effective Date of the Plan.
(b) “Award” shall mean any Restricted Stock granted pursuant to the Plan.
(c) “Award Agreement” means a written agreement entered into by FDMP and a Participant setting
forth the terms and conditions of the grant of an Award to such Participant.
(d) “Board” shall mean the Board of Directors of FDMP or any committee appointed by the Board of
Directors of FDMP to the extent any or all of the powers of the Board hereunder are delegated to such
(e) “Cause” shall mean the termination of a Participant’s membership on the Board for cause in
accordance with applicable law or otherwise in accordance with the provisions contained in the Articles of
Association of FDMP.
(f) “Change in Control” shall mean the occurrence of one or more of the following events:
(i) any sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company to any individual, partn