-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YelmcSgeSDGUD6gEOeGOpbTo7xaUEmLe+2bFZVlYrJPU9ebU2UoCQ90NASah7zCP 2FBZff0Ke6C6GDiO6uVJ4g== 0000902595-95-000094.txt : 199506290000902595-95-000094.hdr.sgml : 19950629 ACCESSION NUMBER: 0000902595-95-000094 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950628 EFFECTIVENESS DATE: 19950717 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOLE FOOD COMPANY INC CENTRAL INDEX KEY: 0000018169 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 990035300 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60641 FILM NUMBER: 95550061 BUSINESS ADDRESS: STREET 1: 31355 OAK CREST DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8188796600 MAIL ADDRESS: STREET 1: 31355 OAK CREST DR CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 FORMER COMPANY: FORMER CONFORMED NAME: CASTLE & COOKE INC DATE OF NAME CHANGE: 19910731 S-8 1 REGISTRATION-DIRECTOR'S STOCK OPTION PLAN As filed with the Securities and Exchange Commission on June 28, 1995. Registration No. 33-____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________ DOLE FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) ___________________ Hawaii 99-0035300 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 31355 Oak Crest Drive, Westlake Village, California 91361 (Address of principal executive offices) DOLE FOOD COMPANY, INC. 1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN (Full title of the plan) J. Brett Tibbitts, Esq. Vice President--Corporate General Counsel DOLE FOOD COMPANY, INC. 31355 Oak Crest Drive Westlake Village, California 91361 (Name and address of agent for service) ___________________ Telephone number, including area code, of agent for service: (818) 879-6600 ___________________ Copy to: Diana L. Walker, Esq. O'MELVENY & MYERS 400 South Hope Street Los Angeles, California 90071-2899 CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be price offering registration to be registered registered per unit price fee Common Stock, 50,000(1) $28.875(2) $1,443,750(2) $497.84(2) no par value shares (1) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and other rights to purchase or acquire the shares of Common Stock covered by the Prospectus and, pursuant to Rule 416, an additional indeterminate number of shares which by reason of certain events specified in the Plan may become subject to the Plan. (2) Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock reported in The Wall Street Journal, Western Edition on June 23, 1995 for June 22, 1995. The Exhibit Index is included in this Registration Statement. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933 (the "Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents of Dole Food Company, Inc. (the "Company") filed with the Securities and Exchange Commission are incorporated herein by reference: (a) the Company's Annual Report on Form 10-K for the Company's fiscal year ended December 31, 1994; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 25, 1995; and (c) the description of the Company's Common Stock contained in the registration statement (and past and future amendments thereto) for the Common Stock filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into the prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES The Company's Common Stock, with no par value (the "Common Stock"), is registered pursuant to Section 12 of the Exchange Act, and, therefore, the description of securities is omitted. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS GENERAL Officers and directors of the Company are covered by certain provisions of the Hawaii Business Corporation Act (the "Hawaii BCA"), the Company's By-laws and insurance policies which serve to limit, and, in certain instances, to indemnify them against, certain liabilities which they incur in such capacities. These various provisions are summarized below. ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES In June 1989, Hawaii enacted legislation (the "1989 Act") which authorizes corporations to limit or eliminate the personal liability of their directors in any action brought by the corporation or their stockholders for monetary damages for breach of directors' fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, a director must act in good faith in a manner such director reasonably believes to be in the best interests of the corporation and with such care as a prudent person in like position would use under similar circumstances. Although the 1989 Act does not change directors' duty of care, it enables corporations to limit available relief to the corporation or its stockholders to equitable remedies such as injunction or rescission. Article IX of the Company's By-laws limits the liability of directors to the Company or its stockholders (in their capacity as directors but not in their capacity as officers) to the fullest extent permitted by the 1989 Act, as amended from time to time. Specifically, directors of the Company will not be personally liable to the corporation or its stockholders for monetary damages for breach of a director's fiduciary duty as a director, except for liability, (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or which constitute a willful or reckless disregard of the director's fiduciary duty, (iii) for payments of dividends, stock repurchases or redemptions contrary to the provisions of the Hawaii BCA made wilfully or negligently, or (iv) for any transaction from which the director derived an improper benefit. If the Hawaii BCA is amended after the effective date of Article IX of the Company's By-laws to further eliminate or limit the personal liability of directors, then the liability of a director of the Company will be eliminated or limited to the fullest extent permitted by the Hawaii BCA, as so amended. The inclusion of this provision in the Company's By-laws may have the effect of reducing the likelihood of litigation against directors, even though such an action, if successful, might otherwise have benefited the Company and its stockholders. INDEMNIFICATION AND INSURANCE Pursuant to the authority conferred upon the Company by the Hawaii BCA, Section 1 of Article VIII of the Company's By- laws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a director, officer, employee or agent of the Company or of any division of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Pursuant to the authority conferred upon the Company by the Hawaii BCA, Section 2 of Article VIII of the Company's By- laws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Company or of any division of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of the Company or of any division of the Company, or is or was serving at the request of the Company as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action or suit was brought or in any other court having jurisdiction in the premises shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. As required by the Hawaii BCA, any indemnification under Article VIII of the Company's By-laws (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (i) by the Company's Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by a majority vote of the stockholders of the Company. The Hawaii BCA further provides, however, that to the extent that a director, officer or employee of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Company's Board of Directors in a particular case upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is not entitled to be indemnified by the Company. The indemnification and advancement of expenses provided by or granted pursuant to Article VIII of the Company's By-laws are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Company from time to time maintains insurance (subject to applicable limitations, deductibles, and exclusions) on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against certain liabilities asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of Article VIII of the Company's By-laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See the attached Exhibit Index. ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake Village, State of California, on June 23, 1995. DOLE FOOD COMPANY, INC. By: /s/ J. Brett Tibbitts Its: Vice President-Corporate General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ David H. Murdock Chairman of the Board June 23, 1995 David H. Murdock and Chief Executive Officer and Director (Principal Executive Officer) /s/ David A. DeLorenzo Executive Vice President June 20, 1995 David A. DeLorenzo and Director /s/ Michael S. Karsner Vice President-- Treasurer June 23, 1995 Michael S. Karsner and Chief Financial Officer (Principal Financial Officer) /s/ Patricia A. McKay Vice President-- Finance June 23, 1995 Patricia A. McKay and Controller (Principal Accounting Officer) /s/ Elaine L. Chao Director June 23, 1995 Elaine L. Chao /s/ Mike Curb Director June 23, 1995 Mike Curb /s/ Richard M. Ferry Director June 23, 1995 Richard M. Ferry /s/ James F. Gary Director June 23, 1995 James F. Gary /s/ Frank J. Hata Director June 23, 1995 Frank J. Hata EXHIBIT INDEX Exhibit Number Description 4.1 Dole Food Company, Inc. 1995 Non-Employee Directors Stock Option Plan. 4.2 Form of Stock Option Award Agreement for Initial Grants. 4.3 Form of Stock Option Award Agreement for Subsequent Grants. 5 Opinion of Goodsill Anderson Quinn & Stifel regarding legality of shares. 23.1 Consent of Arthur Andersen L.L.P. (Consent of Independent Public Accountants). 23.2 Consent of Goodsill Anderson Quinn & Stifel (included in Exhibit 5). EX-4.1 2 PLAN DOCUMENT 1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN 1. THE PLAN 1.1 Purpose. The purpose of this Plan is to promote the success of the Company by providing an additional means through the grant of Options to attract, motivate and retain experienced and knowledgeable Eligible Directors. Capitalized terms are defined in Article 4. 1.2 Administration. (a) Board Authority and Powers; Interpretation. This Plan shall be, to the maximum extent possible, self-effectuating. This Plan shall be interpreted and, to the extent any determinations are required hereunder, shall be administered by the Board. Subject to the express provisions of this Plan, the Board shall have the authority to construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation and Participants under this Plan. (b) Binding Determinations. Any action taken by, or inaction of, the Corporation or the Board relating or pursuant 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 officer of the Corporation shall be liable for any such action or inaction, except in circumstances involving such person's bad faith. (c) Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Board may obtain and may rely upon the advice of experts, including professional advisors to the Corporation. No director, officer or agent of the Corporation shall be liable for any such action or determination taken or made or omitted in good faith. (d) Delegation. The Board may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation. 1.3 Shares Available for Options. Subject to the provisions of Section 3.4, the capital stock that may be delivered under this Plan shall be shares of the Corporation's authorized but unissued Common Stock. (a) Number of Shares. The maximum number of shares of Common Stock that may be delivered pursuant to Options granted to Eligible Directors under this Plan shall not exceed 50,000 shares, subject to adjustment contemplated by Section 3.4. (b) Calculation of Available Shares and Replenishment. Shares subject to outstanding Options shall be reserved for issuance. If any Option shall expire or be canceled or terminated without having been exercised in full, the undelivered shares subject thereto shall again be available for the purposes of this Plan. 2. THE OPTIONS 2.1 Automatic Option Grants. Subject to Section 3.9 and adjustments contemplated by Section 3.4, (a) Initial Options. Persons who are Eligible Directors as of February 15, 1995 shall be granted without further action an Option to purchase 1,500 shares of Common Stock. (b) Subsequent Options. On February 15 (or the next trading day following February 15) in each subsequent calendar year during the term of this Plan, commencing in 1996, there shall be granted automatically (without any action by the Board) an Option to each person who is an Eligible Director to purchase 1,500 shares of Common Stock. (c) Maximum Number of Shares. Any annual grant under Section 2.1(b) that would otherwise exceed the maximum number of shares remaining available in the Plan under Section 1.3(a) shall be prorated within such limitation among the number of Eligible Directors entitled thereto. (d) Option Price. The exercise price per share of the Options shall be 100% of the Fair Market Value of the Common Stock on the Option Date. (e) Option Period and Exercisability. Each Option granted under this Plan shall become exercisable in installments at the rate of 33.33% of the shares initially underlying such Option on the first anniversary of the Option Date and an additional 33.33% of such shares on each of the next two anniversaries thereof. (f) Non-Qualified Options. Each Option granted under this Plan is intended to be a nonqualified stock option (i.e., not an "incentive stock option") under the Code and shall be so designated. 2.2 Payment of Exercise Price. The exercise price of any Option granted under this Plan shall be paid in full at the time of each exercise in cash or by check or in shares of Common Stock valued at their Fair Market Value on the date of exercise of the Option, or partly in such shares and partly in cash, or by delivery of a properly executed exercise notice together with irrevocable instructions to a broker to deliver to the Company an amount necessary to pay the exercise price prior to the delivery of the shares, provided that any such shares used in payment shall have been owned by the Participant at least six months prior to the date of exercise. 2.3 Option Period. Each Option granted under this Plan and all rights or obligations thereunder shall expire ten years after the Option Date and shall be subject to earlier termination as provided herein. 2.4 Limitations on Exercise and Vesting of Options. (a) Provisions for Exercise. No Option shall be exercisable or shall vest until at least six months after the initial Option Date, and once exercisable an Option shall remain exercisable until the expiration or earlier termination of the Option. (b) Procedure. Any exercisable Option shall be deemed to be exercised when the Vice President - Human Resources of the Corporation receives written notice of such exercise from the Participant, together with the required payment of the exercise price. (c) Fractional Shares/Minimum Issue. Fractional share interests shall be disregarded, but may be accumulated. No fewer than 100 shares may be purchased on exercise of any Option at one time unless the number purchased is the total number at the time available for purchase under the Option. 3. OTHER PROVISIONS 3.1 Rights of Participants and Beneficiaries. (a) No Service Commitment. Nothing contained in this Plan (or in any other documents related to this Plan or to any Option) shall confer upon any Participant any right to continue to serve as a director of the Corporation nor shall interfere in any way with the right of the Corporation to change director compensation or other benefits or to terminate the director's service as a director, with or without cause. Nothing contained in this Plan or any document related hereto shall influence the construction or interpretation of the Corporation's Articles of Association or By-Laws regarding service on the Board or adversely affect any independent contractual right of any Eligible Director without his or her consent thereto. (b) Plan Not Funded. Options payable under this Plan shall be payable in shares and no special or separate reserve, fund or deposit shall be made to assure payment of such Options. 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 Corporation by reason of any Option hereunder. Neither the provisions of this Plan (or of any related documents), 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 Corporation and any Participant, Beneficiary or other person who acquires a right to receive payment pursuant to any Option hereunder, and such right shall be no greater than (and will be subordinate to) the right of any unsecured general creditor of the Corporation. 3.2 No Transferability. Options may be exercised only by, and shares issuable pursuant to an Option shall be paid only to, 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's estate. Other than by will or the laws of descent and distribution, no right or benefit under this Plan or any Option shall be transferrable by the Participant or shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such attempted action shall be void. The designation of a Beneficiary hereunder shall not constitute a transfer for these purposes. 3.3 Termination of Directorship. If an Eligible Director's services as a member of the Board terminate by reason of death or Disability, any portion of an Option granted pursuant to this Plan which is not then exercisable shall terminate and any portion of such Option which is then exercisable may be exercised for one year after the date of such termination or until the expiration of the stated term of such Option, whichever first occurs. If an Eligible Director's services as a member of the Board terminate for any other reason, any portion of an Option granted pursuant to this Plan which is not then exercisable shall terminate and any portion of such Option which is then exercisable may be exercised for three months after the date of such termination or until the expiration of the stated term, whichever first occurs, and shall then terminate. 3.4 Adjustments. If there shall occur any extraordinary distribution in respect of the Common Stock (whether in the form of Common Stock, other securities, or other property), or any recapitalization, stock split (including a stock split in the form of a stock dividend), reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Common Stock or other securities of the Corporation, or there shall occur any other similar corporate transaction or event in respect of the Common Stock, or a sale of substantially all of the assets of the Corporation as an entirety, then the Board shall, in such manner and to such extent (if any) as may be appropriate and equitable, (1) proportionately adjust any or all of (a) the number and type of shares of Common Stock (or other securities) which thereafter may be made the subject of Options (including the specific maximum limits and numbers of shares set forth elsewhere in this Plan), (b) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding Options and the vesting provisions of the Options, (c) the grant, purchase, or exercise price of any or all outstanding Options, or (d) the securities, cash or other property deliverable upon exercise of any outstanding Options, or (2) in the case of an extraordinary distribution, merger, reorganization, consolidation, combination, sale of assets, split-up, exchange, or spin-off, make provision for a substitution or exchange of any or all outstanding Options or for a change in the securities, cash or property deliverable upon exercise of outstanding Options 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, that (i) such adjustment and the Board's actions in respect thereof are based on objective criteria, and (ii) such adjustment (to the extent consistent with Section 3.11(c)) is consistent with adjustments to comparable Options (if any) held by persons other than directors of the Corporation. 3.5 Acceleration Upon a Change in Control Event. Upon the occurrence of a Change in Control Event, each Option shall become exercisable in full; provided, however, that no Option shall be so accelerated to a date less than six months after the Option Date of Option. 3.6 Compliance with Laws. This Plan, the granting and vesting of Options under this Plan and the issuance and delivery of shares of Common Stock, and/or of other securities or property pursuant to Section 3.4, under this Plan or under Options granted hereunder are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal tax and securities laws) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, 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 Corporation, provide such assurances and representations to the Corporation as the Corporation may deem necessary or desirable to assure such compliance. 3.7 Plan Amendment, Stockholder Approval and Suspension. (a) Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No Options may be granted during any suspension of this Plan or after termination of this Plan, but the Board shall retain jurisdiction as to Options then outstanding in accordance with the terms of this Plan. (b) Stockholder Approval. To the extent required by law or the provisions of Rule 16b-3, any amendment to this Plan or any then outstanding Option shall be subject to stockholder approval. (c) Limitations on Amendments to Plan and Options. The provisions of this Plan 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). No amendment, suspension or termination of this Plan or change affecting any outstanding Option shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Corporation under any Option granted under this Plan prior to the effective date of such change. Changes contemplated by Section 3.4 shall not be deemed to constitute changes or amendments for purposes of this Section 3.7. 3.8 Privileges of Stock Ownership. Except as otherwise expressly authorized by this Plan, a Participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock subject to an Option granted under this Plan prior to the satisfaction of all conditions to the valid exercise of the Option. 3.9 Effective Date of Plan. This Plan shall be effective as of February 2, 1995, the date of Board approval, subject to stockholder approval within twelve (12) months thereafter. All options granted under Section 2.l(a) shall be subject to stockholder approval of the Plan. 3.10 Term of Plan. No Option shall be granted more than ten years after the effective date of this Plan (the "termination date"). Unless otherwise expressly provided in this Plan or in an applicable Option Agreement, any Option theretofore granted may extend beyond such date, and this Plan shall continue to apply thereto. 3.11 Legal Issues. (a) Choice of Law. This Plan, the Options, all documents evidencing Options and all other related documents shall be governed by, and construed in accordance with the laws of the state of California. (b) Severability. 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 in effect. (c) Plan Construction. It is the intent of the Corporation that this Plan and Options hereunder satisfy and be interpreted in a manner that in the case of persons 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 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 any Option 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 deemed void. (d) Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board to grant awards or authorize any other compensation under any other plan or authority. 4. DEFINITIONS (a) "Beneficiary" shall mean the person, persons, trust or trusts designated by a Participant or, in the absence of a designation, entitled by will or the laws of descent and distribution, to receive the benefits specified in the Option Agreement and under this Plan in the event of a 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. (b) "Board" shall mean the Board of Directors of the Corporation or with respect to administrative matters (as distinguished from Plan amendments, suspension, or termination), any duly authorized Committee of members of the Board designated to administer this Plan. (c) "Change in Control Event" 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) 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, unless such person was, on the effective date of the Plan, such a beneficial owner of securities representing 20% or more of such voting power; 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 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. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. (e) "Commission" shall mean the Securities and Exchange Commission. (f) "Common Stock" shall mean the Common Stock of the Corporation and such other securities or property as may become the subject of Options, or become subject to Options, pursuant to an adjustment made under Section 3.4 of this Plan. (g) "Company" shall mean, collectively, the Corporation and its Subsidiaries. (h) "Corporation" shall mean Dole Food Company, Inc., a Hawaii corporation, and its successors. (i) "Disability" shall mean a "permanent and total disability" within the meaning of Section 22(e)(3) of the Code. (j) "Eligible Director" shall mean a member of the Board of Directors of the Corporation who is not (1) an officer or employee of the Corporation or any subsidiary at the time of the grant of the Option, or (2) a person to whom equity securities of the Corporation or an affiliate have been granted or awarded within the year prior to the date of grant or other applicable date of determination, under or pursuant to the 1991 Stock Option and Award Plan or any other plan of the Corporation or an affiliate (except this Plan or any other formula or ongoing securities acquisition plan, the participation in which does not compromise the disinterested administration of this Plan or any other such plan under Rule 16b-3), or (3) until the expiration of the transition period under Rule 16b-3 for all purposes of this Plan, a person who is eligible to participate in any other such plan. (k) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. (l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. (m) "Fair Market Value" on any specified date shall mean (i) if the stock is listed or admitted to trade on a national securities exchange, 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; (ii) if the stock is not listed or admitted to trade on a national securities exchange, the last price for the stock on such date, as furnished by the National Association of Securities Dealers, Inc. ("NASD") through the NASDAQ National Market Reporting System or a similar organization if the NASD is no longer reporting such information; (iii) if the stock is not listed or admitted to trade on a national securities exchange and is not reported on the National Market Reporting System, the mean between the bid and asked price for the stock on such date, as furnished by the NASD or a similar organization; or (iv) if the NASD or a similar organization does not furnish the mean between the bid and asked price for the stock on such date, the valuation furnished by an independent advisor or investment banker to the Corporation who is recognized in valuations of this type. (n) "Option" shall mean an option to purchase Common Stock authorized and granted under this Plan, and related rights. (o) "Option Agreement" shall mean an agreement completed in the manner required by this Plan and executed on behalf of the Corporation by an executive officer of the Corporation. (p) "Option Date" shall mean the applicable date of grant set forth in Article 2. (q) "Participant" shall mean an Eligible Director who has been granted an Option under the provisions of this Plan. (r) "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 or receive benefits under this Plan and who shall have become the legal representative of the Participant. (s) "Plan" shall mean this 1995 Non-Employee Directors Stock Option Plan. (t) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the Commission pursuant to the Exchange Act, as amended from time to time. (u) "Subsidiary" shall mean any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation. EX-4.2 3 FORM OF STOCK OPTION AWARD AGREEMENT (1) Name SSN Dear _______________: The shareholders of Dole Food Company, Inc. approved the 1995 Non-Employee Directors Stock Option Plan (the "Plan") on May 11, 1995. You have been granted a non-transferable Non-Qualified Stock Option under the Plan to purchase Dole Food Company, Inc. common stock as follows: Date of Grant 02-15-95 Stock Option Plan 95 Option Price Per Share $27.125 Total Number of Options Granted 1,500 The Option Plan is the ten year period commencing on the Date of Grant and continuing to and including February 14, 2005, subject to earlier termination as provided in the Plan. This option shall become exercisable with respect to one third of the total number of shares on each of the first, second and third anniversaries of the Date of Grant and all shares covered hereby shall be exercisable on February 15, 1998, subject to the terms of the Plan. By your acceptance of the Option, and execution of this Agreement, you agree that this option is in all respects subject to the terms and conditions of the Plan, incorporated herein by this reference. Please sign both copies of this Agreement and return one to the Company in the enclosed confidential return envelope. ________________________________ __________________ For Dole Food Company, Inc. Date _________________________________ ___________________ Optionee Date SPOUSAL CONSENT In consideration of the execution of the foregoing Stock Option Agreement by Dole Food Company, Inc., I _________________________, the spouse of the Director therein named, do hereby agree to be bound by all of the terms and provisions thereof and of the Plan. DATED: _______________________, 19____ _______________________________ Signature of Spouse EX-4.3 4 FORM OF STOCK OPTION AWARD AGREEMENT (2) Name SSN Dear _______________: The shareholders of Dole Food Company, Inc. approved the 1995 Non-Employee Directors Stock Option Plan (the "Plan") on May 11, 1995. You have been granted a non-transferable Non-Qualified Stock Option under the Plan to purchase Dole Food Company, Inc. common stock as follows: Date of Grant __________ Stock Option Plan 95 Option Price Per Share __________ Total Number of Options Granted 1,500 The Option Plan is the ten year period commencing on the Date of Grant and continuing to and including February [14], ______, subject to earlier termination as provided in the Plan. This option shall become exercisable with respect to one third of the total number of shares on each of the first, second and third anniversaries of the Date of Grant and all shares covered hereby shall be exercisable on February [15], ____, subject to the terms of the Plan. By your acceptance of the Option, and execution of this Agreement, you agree that this option is in all respects subject to the terms and conditions of the Plan, incorporated herein by this reference. Please sign both copies of this Agreement and return one to the Company in the enclosed confidential return envelope. ________________________________ __________________ For Dole Food Company, Inc. Date _________________________________ ___________________ Optionee Date SPOUSAL CONSENT In consideration of the execution of the foregoing Stock Option Agreement by Dole Food Company, Inc., I _________________________, the spouse of the Director therein named, do hereby agree to be bound by all of the terms and provisions thereof and of the Plan. DATED: _______________________, 19____ _______________________________ Signature of Spouse EX-5 5 OPINION OF GOODSILL ANDERSON QUINN & STIFEL June 21, 1995 Dole Food Company, Inc. 31355 Oak Crest Drive Westlake Village, California 91359-5132 Re: Registration on Form S-8 of Dole Food Company, Inc. (the "Company") 1995 Non-Employee Directors Stock Option Plan Ladies and Gentlemen: You have advised us that you propose to file a Registration Statement on Form S-8 with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 50,000 shares (the "Shares") of Common Stock, no par value of the Company (the "Common Stock"), to be issued pursuant to the Company's 1995 Non- Employee Directors Stock Option Plan (the "Plan"). At your request, we have examined the proceedings heretofore taken and to be taken in connection with the authorization of the Plan and the Common Stock to be issued pursuant to and in accordance with the Plan. Based upon such examination and upon such matters of fact and law as we have deemed relevant, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable shares of Common Stock. We consent to the use of this opinion as an exhibit to the Registration Statement. Respectfully submitted, /s/ Goodsill Anderson Quinn & Stifel Goodsill Anderson Quinn & Stifel EX-23.1 6 CONSENT OF ARTHUR ANDERSEN L.L.P. CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement and prospectus of our reports dated January 30, 1995 (except with respect to the matter discussed in Note 16, as to which the date is March 7, 1995) included (or incorporated by reference) in Dole Food Company, Inc.'s Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement and prospectus. /s/ Arthur Andersen L.L.P. Los Angeles, California June 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----