8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 16, 2006

DEL MONTE FOODS COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14335	13-3542950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Market @ The Landmark San Francisco, California	94105
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 247-3000

N/A

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

     On March 16, 2006, the Board of Directors of Del Monte Foods Company (“Del Monte” or the “Company”) amended and restated the Del Monte Foods Company Non-Employee Director Compensation Plan, effective immediately following the Company’s 2006 annual meeting of stockholders. All Del Monte directors other than Richard G. Wolford, the Company’s Chief Executive Officer, are currently eligible under the Plan.

     Under the Del Monte Foods Company Non-Employee Director Compensation Plan as currently in effect and prior to such amendment, each eligible director earns an annual retainer consisting of $35,000 cash, paid in quarterly installments, and $35,000 worth of Del Monte common stock, issued in quarterly installments under the Del Monte Foods Company 2002 Stock Incentive Plan. In addition, each eligible director earns $2,000 for each Board of Directors meeting attended and $1,500 for each committee meeting attended; however, the chair of the Audit Committee earns $4,500 for each such meeting and the chair of the Compensation Committee earns $3,000 for each such meeting. Pursuant to the Del Monte Non-Employee Director Compensation Plan as currently in effect, each director who was a non-employee director on January 22, 2003 (the initial effective date of the adoption of the Non-Employee Directors Compensation Plan) also received an option on January 24, 2003 to purchase 15,000 shares of Del Monte common stock; eligible directors who join the Board of Directors after January 22, 2003 receive an initial option grant to purchase 15,000 shares of Del Monte common stock upon joining the Board. These 15,000 share option grants vest in equal installments over a three-year period. Subsequent to receiving the initial option grant, each eligible director also receives an annual option grant to purchase 5,000 shares of Del Monte common stock, which fully vests upon issuance.

     Under the Del Monte Foods Company Non-Employee Director Compensation Plan, as amended, each eligible director will earn an annual retainer of $60,000 cash, to be paid in quarterly installments, and $80,000 worth of restricted Del Monte common stock or restricted stock units. Such restricted stock or restricted stock units will vest over three years from the date of grant. Certain additional annual retainers will be paid in cash as follows, if applicable:

Lead Director	$	15,000
Audit Committee Chair	$	20,000
Compensation Committee Chair	$	12,000
Nominating and Corporate Governance Committee Chair	$	10,000

In addition, each eligible director will earn $2,000 for each Board of Directors meeting attended. Members of the Compensation Committee and Nominating and Corporate Governance Committee will receive $1,500 for each committee meeting attended. Members of the Audit Committee and, unless otherwise determined by the Board of Directors, members of any special committee of the Board will receive $2,000 for each committee meeting attended. The amended Plan does not provide for option grants to non-employee directors.

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     The Del Monte Foods Company Non-Employee Director Plan, as amended, continues to provide for travel reimbursement, confirm the ability of non-employee directors to defer certain compensation pursuant to the Del Monte Foods Company Non-Employee Director Deferred Compensation Plan, and require that “profit shares” attributable to option exercises be held for one year.

     The foregoing summary of the material provisions of the Del Monte Foods Company Non-Employee Director Plan, as amended effective immediately following the Company’s 2006 annual meeting of stockholders does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit	Description
10.1	Del Monte Foods Company Non-Employee Director Plan, as amended effective immediately following the Company’s 2006 annual meeting of stockholders**

** indicates a management contract or compensatory plan or arrangement

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Del Monte Foods Company
Date: March 20, 2006	By:	/s/ James Potter
		Name:	James Potter
		Title:	Secretary

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EXHIBIT INDEX

Exhibit	Description
10.1	Del Monte Foods Company Non-Employee Director Plan, as amended effective immediately following the Company’s 2006 annual meeting of stockholders**

** indicates a management contract or compensatory plan or arrangement

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EX-10.1

Del Monte Foods Company
Non-Employee Director Compensation Plan

Purpose

This Non-Employee Director Compensation Plan is intended to promote the interests of Del Monte Foods Company (the “Company”) by providing the Non-Employee Directors of the Company with incentives and rewards that encourage superior management, growth and protection of the business of the Company.

Annual Cash Retainers

Non-Employee Directors will receive an annual retainer of $60,000. The Lead Director will receive an annual retainer of $15,000; the Chairperson of the Audit Committee will receive an annual retainer of $20,000; the Chairperson of the Compensation Committee will receive an annual retainer of $12,000; and the Chairperson of the Nominating and Corporate Governance Committee (Corporate Governance Committee) will receive an annual retainer of $10,000. Payment of annual retainers will be made in cash in arrears on a quarterly basis five business days following the fiscal quarter close (the “Payment Date”). Non-Employee Directors elected or appointed to the Board between annual stockholder meetings will receive that percentage of the annual retainer that equals the percentage of the year (beginning from the first day of the fiscal quarter of such Director’s appointment/election) remaining until the next annual stockholders meeting. Non-Employee Directors terminating Board service between annual stockholder meetings will receive that percentage of the annual retainer that equals the percentage of the year (beginning from the date of the last annual stockholder’s meeting) that has elapsed upon the end of the fiscal quarter in which such termination occurs.

Board Meeting Fees

Non-Employee Directors will also receive $2,000 for each Board meeting attended in person or telephonically. Payment of fees for Board meetings attended during a fiscal quarter will be made in arrears on the relevant Payment Date.

Committee Meeting Fees

Non-Employee Directors who are members of the Compensation Committee or Corporate Governance Committee (including the Chairs of such Committees) will receive $1,500 for each committee meeting attended in person or telephonically. Non-Employee Directors who are members of the Audit Committee (including the Chair) will receive $2,000 for each committee meeting attended in person or telephonically. Unless otherwise specified by a resolution of the Board of Directors, Non-Employee Directors who are members of a special committee will receive $2,000 for each committee meeting attended in person or telephonically. Payment of fees for committee meetings attended during a fiscal quarter will be made in arrears on the relevant Payment Date.

Equity Compensation

Non-Employee Directors will also receive $80,000 annually (promptly after the annual stockholders meeting), payable in restricted Company stock, or restricted stock units (RSU), issued pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan, or any subsequent Company stock incentive plan adopted by the Board of Directors and approved by the stockholders, and the applicable restricted stock/RSU agreement in effect from time to time. The number of shares payable in Company restricted stock/RSU will be determined by dividing the equity compensation dollar amount ($80,000) by the average of the high and low stock prices on the date of grant, rounded up to the next whole share. Subject to the terms of the applicable restricted stock/RSU agreement in effect from time to time, the restricted stock/RSU will vest in equal portions over three years from the date of grant. Non-Employee Directors elected or appointed to the Board between annual stockholder meetings will receive that percentage of the annual equity compensation dollar amount that equals the percentage of the year (beginning from the first day of the fiscal quarter of such Director’s appointment/election) remaining until the next annual stockholders meeting. Non-Employee Directors terminating Board service between annual stockholder meetings will receive that percentage of the annual equity compensation dollar amount that equals the percentage of the year (beginning from the date of the last annual stockholder’s meeting) that has elapsed upon the end of the fiscal quarter in which such termination occurs.

Travel Reimbursement

The Company will reimburse Non-Employee Directors for travel expenses to and from Board meetings and incurred in connection with other Company business. Non-Employee Directors are encouraged to make travel arrangements through the Del Monte Corporate Travel Department, but directors may use any other travel agencies or travel services that offer discounted rates. Non-Employee Directors are also encouraged to make travel arrangements as far in advance as possible.

The Company will reimburse:

• Airfare.   Airfare, including commercial first/business class. The use of private planes will be reimbursed up to the cost of a commercial flight.

• Ground Transportation.   Transportation between airports, meeting locations, hotels and home/office. Use of taxis or town cars (as opposed to stretch limousines) is encouraged.

• Lodging.   Non-Employee Directors are encouraged to use the Del Monte Corporate Travel Department to book hotel reservations to take advantage of negotiated rates, but other travel agencies or travel services that provide discounted rates to the director may be used. Directors are expected to select reasonable accommodations consistent with routine business travel. The

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Company will reimburse reasonable lodging related charges, including telephone charges. Where practical, Non-Employee Directors are encouraged to use cellular phones or other reasonable means to avoid costly hotel telephone surcharges.

• Meals.   Reasonable expenditures for meals while traveling on Company business, including tips.

• Miscellaneous.   Other reasonable business expenses.

Travel expenses incurred by a spouse or other companion are not eligible for reimbursement.

Reimbursement Procedures.   Non-Employee Directors should submit all requests for reimbursement to the Corporate Secretary. Reimbursement requests should include a summary or cover letter of the items for reimbursement and original receipts for all expenses exceeding $25. Further, if reimbursement is requested for travel to an event other than a Del Monte Board or Committee meeting, a business explanation for the travel should be included. It is expected that Internal Audit will review travel expenses annually.

Deferred Compensation

Pursuant to the Del Monte Foods Company Non-Employee Director Deferred Compensation Plan (the “Deferred Plan”), Non-Employee Directors may make an election to defer receipt of any retainer, fees or equity compensation. Such deferral will be credited in Company deferred stock units calculated pursuant to the Deferred Plan and will be distributed in whole shares. Generally, deferred cash will be converted into deferred stock units by dividing such cash amount by the average of the high and low stock prices on the Payment Date, rounded up to the nearer whole share. Generally, deferred equity compensation (shares, restricted stock or restricted stock units) will be converted to deferred stock units on a one-for-one basis. Under no circumstances will the deferred stock units be reconverted into cash at any time.

Stock Options

Non-Employee Directors that have received stock options shall be entitled to exercise any vested options up to 90 days after termination of service on the Board of Directors. In addition, Non-Employee Directors are required to hold 100% of “profit shares” attributable to option exercises for one (1) year after exercise. A profit share is defined as option profit, net of taxes, expressed in the form of shares.

Amendments or Modifications

The foregoing sets forth the Company’s current compensation plan for Non-Employee Directors of the Board of Directors. The Board of Directors may, at any time, amend or modify this plan in whole or in part.

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Administration

This plan shall be administered by the Corporate Governance Committee. The Corporate Governance Committee also shall have the discretion to submit for approval by the Board of Directors any amendments or modifications to this plan.

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