FIRST AMENDMENT RESTATED DEL MONTE FOODS RETAIL BROKERAGE AGREEMENT

Exhibit 10.15

 

FIRST AMENDMENT

RESTATED DEL MONTE FOODS

RETAIL BROKERAGE AGREEMENT

This First Amendment (“First Amendment”) dated May 4, 2009 shall amend the Restated Del Monte Foods Retail Brokerage Agreement (“Agreement”) dated November 4, 2008 by and between Del Monte Corporation, a corporation with its main business office at One Market @ the Landmark, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Client”) and Advantage Sales & Marketing LLC, a limited liability company with its main business office at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Broker”).

WHEREAS, the parties desire to amend the Agreement to (1) change the Broker’s address, (2) revise Attachment B-1 to include and exclude certain stores, and (3) revise Attachment B-2 to include and exclude certain stores.

NOW, THEREFORE, in acknowledgement of good and valuable consideration, the sufficiency of which is acknowledged, the parties agree to add to the Agreement as follows:

 

1.

Change Broker’s Name: The parties agree to change the Broker’s main business office as set forth in the preamble above.

 

2.

Attachment B-1A: The parties agree to replace the current “Attachment B-1” in its entirety with a new “Attachment B-1A” as contained herein.

 

3.

Attachment B-2A: The parties agree to replace the current “Attachment B-2” in its entirety with a new “Attachment B-2A” as contained herein.

 

4.

No Other Change: Except as modified by the First Amendment, the Agreement will remain in full force and effect as set forth herein.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their duly authorized representatives as of the date first above written.

 

ADVANTAGE SALES & MARKETING LLC						DEL MONTE CORPORATION
By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇				By:		/s/ ▇▇▇ ▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇				Name:		▇▇▇ ▇▇▇▇
Title:		President – Sales				Title:		EVP, Sales
Date:		August 13, 2009				Date:		August 18, 2009

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ATTACHMENT B-1A

DEL MONTE CORPORATION

RETAIL GROCERY BROKERAGE AGREEMENT

Applicable Brokerage Rates/Classes of Trade/Other Compensation

Brokerage Commissions shall be computed where applicable on the billed sales to the customers and classes of trade set forth below. Effective as of the Effective Date and subject to the exclusions set forth herein, Brokerage Commissions shall be paid at the commission rates set forth below applied to Client’s adjusted base delivered price (see provision 2 of Agreement). Commission rates and/or other payments for services under this Agreement may be amended upon mutual agreement by the parties in writing.

 

A.		Del Monte Brands, Del Monte Pet Products (Retail), Seafood (except frozen), College Inn Broth, Produce (except as indicated on Schedule B-2)				Applicable Base Brokerage Rate
		I.		Retail Grocery Customers
				(Except Wal*Mart Super Center Retail – see below)
				•    Non-Produce		[***]*
				•    Produce		[***]*
		II.		Drug Stores (except as specifically indicated) (Excluding Long’s Drug)		[***]*
		III.		Dollar Stores (except as specifically indicated)
				(Including Dollar Tree and Bargain Wholesale effective 8/25/08)		[***]*
		IV.		Convenience Stores (as specifically agreed)		[***]*
		V.		Administrative Support Customers (CVS Including Long’s Drug,
				Walgreens, Rite Aid)		[***]*
		VI.		All Channels: Hawaii (Including Long’s Drug)		[***]*
		VII.		Minor Mass		[***]*
		VIII.		Specialty Distributors		[***]*
		StarKist Frozen				[***]*
		•       HQ Sales & Support				[***]*
		•       Retail Coverage				[***]*
		•       Resets & Remodels				[***]*

Bonuses, if applicable, shall be paid at rates mutually agreed upon by the parties.

B.    Dedicated Retail Team. In addition to the brokerage rates set forth above, Broker shall be paid a lump sum payment of $[***]^* monthly for Dedicated Retail Team (DRT) services in the grocery channel. Services provided by the DRT shall consist of customary dedicated retail services including the following:

 

 

^* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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Retail Distribution Management

New Product Distribution

Modular Integrity Oversight

Retail Audits

Retail Call Reporting (Date and Location of Retail Calls)

The DRT shall perform services for all Client customers in the grocery channel (including the national retailers directly serviced by Client (identified on Attachment C hereto) and those retail grocery accounts managed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Company), as defined in the agreed deployment model.

C.    In-Store Execution/Reset Activity. Client shall pay to Broker a monthly payment for all grocery channel in-store execution and reset activity based on (i) actual labor support supplied during a month (at Broker’s published retail service rates), and (ii) to the extent applicable, Client’s pro-rata share of customer charges for in-store execution/reset activity. Broker in-store execution/reset activity shall be performed in accordance with plans and budgets approved in advance by Client. Broker shall submit a detailed invoice for in-store execution/reset activity to Client by the fifteenth day of the month following the month in which such services were performed. All charges set forth in such invoice shall be substantiated by reasonable supporting documentation or records. Payment for In-Store Execution/Reset Activity shall be capped at $[***]* per Client fiscal year.

D.    Other Services. Broker shall perform such other services as specified by Client at rates and subject to terms mutually agreed to by Client and Broker.

 

E.    Wal*Mart Super Center and Division I Retail Coverage
		1.		Retail Calls
				(Covering Del Monte Brands, Pet Products,
				Seafood, College Inn Broth and Produce)
				- Frequency TBD by Del Monte				$[***]*
				Estimated length of average call at WMSC				[***]*.
				Estimated length of average call at Division I				[***]*.
				Estimated length of average call at Neighborhood Markets				[***]*.
		2.		Store Set Up
				A.		- New Store		$[***]*
				B.		- Existing Stores		$[***]*

F.    Development Projects

As directed by Client and agreed to by Broker, to be paid on a per-project basis.

G.    Back Office Support Services

As mutually agreed by the parties.

H.    Exclusions:

Institutional (except for food service items ordered by covered retail customers, as agreed by Client)

Government and Military

Club

 

 

* CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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Private Label

Vending

Food Ingredients

Export

As set forth herein

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ATTACHMENT B-2A

Exclusions

DEL MONTE CORPORATION

RETAIL GROCERY BROKERAGE AGREEMENT

Broker shall not receive brokerage commissions on sales of Client’s products to the following customers unless they are specifically designated on Attachment C:

 

Direct Mass Merchandising
Wal*Mart		Sam’s
Wal*Mart Super Center		Warehouse Club
(See WMSC Retail, Attach. B-1)		Costco
Wal*Mart Neighborhood Markets		Wholesale Depot
		BJ’s
		Max Club
		Price Mart
National Retailers		▇▇▇▇▇▇ Customers
Kroger (Coordinated and West)		Those customers in the Pittsburgh/Cleveland
Safeway		territory serviced by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Co. an
Publix		and its affiliates
Delhaize
Meijer
HEB
K-Mart
Provided, however, that Broker shall be compensated as mutually agreed by the parties for back office support services provided to Client.
Dollar Stores
Family Dollar
Big Lots
Grocery Outlet
Dollar General
Pet Specialty
PetCo
PetSmart
Pet Supplies Plus
Pet Supermarkets
Pet Specialty distributors
Produce
No commission payable with respect to those markets identified on Schedule B-2

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SCHEDULE B-2

EXCLUDED PRODUCE MARKETS

Oklahoma

Kansas City

Chicago

Milwaukee

Minneapolis

▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇

Boston

Buffalo

Cleveland

Detroit

Grand Rapids

Pittsburgh

Syracuse

Atlanta

Salt Lake City

Phoenix

Safeway

San Francisco

San Francisco All Other