Exhibit 10.6
Certain portions of this agreement, for which confidential treatment has been requested, have been omitted and filed separately with the Securities and Exchange Commission. Sections of the agreement where portions have been omitted have been identified in the text.
7th AMENDMENT
RESTATED DEL MONTE FOODS
RETAIL BROKERAGE AGREEMENT
ThisSeventh Amendment (“7th Amendment”) dated February 15, 2013 shall amend the Restated Del Monte Foods Retail Brokerage Agreement dated November 22, 2008 and subsequently amended on May 4, 2009, September 22, 2009, January 26, 2010, May 1, 2010, August 11, 2010, February 10, 2011, and January 6, 2012 (the “Agreement”), by and betweenDel Monte Corporation, a corporation with its main business office atOne Maritime Plaza, San Francisco, California94111 (the “Client”) andAdvantage Sales & Marketing LLC, a limited liability company with its main business office at 18100 Von Karman Avenue, Suite 900, Irvine, CA 92612 (“Broker”).
WHEREAS, the parties desire to amend the Agreement to revise Attachments B-1E, B-2E, and C-1 per edits attached.
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. | Attachment B-1F: The parties agree to replace the current “Attachment B-1E” in its entirety with a new “Attachment B-1F” as contained herein, effective February 15, 2013. |
| 2. | Attachment B-2F: The parties agree to replace the current “Attachment B-2E” in its entirety with a new “Attachment B-2F” as contained herein, effective February 15, 2013. |
| 3. | Attachment C-2: The parties agree to replace the current “Attachment C-1” in its entirety with a new “Attachment C-2” as contained herein, effective February 15, 2013. |
| 4. | No Other Change: Except as modified by the 7th Amendment, the Agreement will remain in full force and effect as set forth herein. |
IN WITNESS WHEREOF, the parties hereto have caused this7th 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/ Mike Salzberg | | By: | | /s/ Tim Cole |
| Name: | | Mike Salzberg | | Name: | | Tim Cole |
| Title: | | President & COO | | Title: | | Executive Vice President |
| Date: | | 2/15 | | Date: | | |
ATTACHMENTB-1F
DEL MONTE FOODS CORPORATION
RETAIL GROCERY BROKERAGE AGREEMENT
EFFECTIVE FEBRUARY 15, 2013
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,
College Inn Broth, Produce | | Applicable Base
Brokerage Rate |
| | (except as indicated on Attachment B-2F) | | |
| | | |
| | I. | | Retail Grocery Customers | | |
| | | | • Center Store (HQ) | | [***]* |
| | | | • Produce (HQ) | | [***]* |
| | | | • Hawaii (Center Store and Produce – Full Service) | | [***]* |
| | | |
| | II. | | Drug Stores | | [***]* |
| | | |
| | III. | | Convenience Stores | | [***]* |
| | | |
| | IV. | | Sporting Goods | | [***]* |
| | | |
| | V. | | Minor Mass | | [***]* |
| | | |
| | VI. | | Specialty Distributors | | [***]* |
| | | |
| | VII. | | Administrative Support Customers | | [***]* |
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$[***]* monthly($[***]* annually) 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:
Retail Distribution Management
New Product Distribution
Schematic Integrity
Merchandising
Retail Audits
Retail Call Reporting (Date and Location of Retail Calls)
| * | CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION |
The DRT shall perform services for all Client customers in the grocery channel (including the national retailers directly serviced by Client (identified onAttachment C-2 hereto) and those retail grocery accounts managed by Louis F. Leeper Company), as defined in the agreed deployment model.Note: ASM’s “syndicated” retail services may be used periodically at a rate of $[***]* capped at Del Monte’s discretion.
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 bebilled at $[***]* and capped at$[***]*per Client fiscal year. Fixed budgets to include Grocery Produce.
D.Development Projects/Surge. As directed by Client and agreed to by Broker. To be paid on a per-project basis at arate of $[***]*.
E.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.
F.Walmart Retail Coverage – All Formats
| | | (Covering Del Monte Brands, Del Monte Pet Products, College Inn Broth, Produce) |
| | A. | Frequency –[***]* $[***]* |
| | | Duration derived by format, sku count, and call attainment goals) |
| | B. | Smart Goals as mutually agreed by the parties |
| | | New Store and Existing Stores as mutually agreed by the parties |
G.Back Office Support Services
| | Expectations and compensation as mutually agreed by the parties. Included but not limited to: |
| | • | | Direct team customer support (eg. CDM) |
| * | CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION |
ATTACHMENTB-2F
EXCLUSIONS
DEL MONTE FOODS CORPORATION
RETAIL GROCERY BROKERAGE AGREEMENT
EFFECTIVE FEBRUARY 15, 2013
Broker shall not receive brokerage commissions on sales of Client’s products to the following customers unless they are specifically designated onAttachment C-2:
Direct Mass Merchandising
Walmart (All Formats, including but not limited to Super Center, Division I, and Neighborhood Markets)
National Retailers
Kroger (Coordinated and Non-Coordinated)
Safeway
Publix
Delhaize
Meijer
HEB
K-Mart
Ahold
Target
Leeper Customers
Those customers in the Pittsburgh/Cleveland territory serviced by Louis F Leeper Co. and its affiliates
Drug Stores
See Attachment C-2 for breakdown of Full Commission and Admin Support Only
Other
Dollar Stores
Club Stores
Pet Specialty
Institutional (except for food service items ordered by covered retail customers, as agreed by Client)
Government and Military
Private Label
Vending
Food Ingredients
Export
As set forth herein
Produce
No commission payable with respect to those markets identified on Attachment B-2F
ATTACHMENTB-2F
EXCLUDED PRODUCE MARKETS
Oklahoma
Kansas City
Chicago
Milwaukee
Newell
Buffalo
Cleveland
Pittsburgh
Salt Lake City
Phoenix
San Francisco
Brokerage Split Policy: Regional broker has HQ responsibility. ASM has retail responsibility only (Paid as part of DRT monthly lump-sum)
Portland Market
Customer Code: 160749 – Unified Western Grocers, Modesto CA
Customer Code: 160329 – Winco Foods, Salem OR
Customer Code: 160677 – United Salad Co, Portland OR
Seattle Market
Customer Code: 167837 – Associated Grocers, Seattle WA (Unified Grocers)
Customer Code: 160689 – Charlie’s Produce, Seattle
Spokane Market
Customer Code: 160690 – Peirone’s Produce Co, Spokane
Customer Code: 160620 – Spokane Produce Inc, Spokane
Boise Market
Customer Code: 160020 – Albertson’s Distribution (IMW – SV)
Customer Code: 160018 – Albertson’s Distribution (IMW – SV)
Customer Code: 134006 – Albertson’s Distribution (IMW – SV)
Dallas Market
Customer Code: 160009 – Affiliated Foods Inc, Amarillo
Customer Code: 165977 – American Produce & Vegetable, Dallas
Customer Code: 100123 – Associated Wholesale Grocers, Kansas City
Customer Code: 160051 – Brookshire Grocery Company, Tyler
Customer Code: 160461 – United Supermarkets, LLC Lubbock
ATTACHMENTB-2F
Houston Market
Customer Code: 160049 – Brenham Wholesale, Brenham
Customer Code: 160050 – Brookshire Brothers, Lufkin
Customer Code: 160135 – Grocers Supply, Houston
Customer Code: 160583 – Houston Fruitland Inc, Houston
Customer Code: 167878 – Cox’s Foodarama
Customer Code: 167829 – Sellers Bros Inc
SuperValu Independent Market (Atlanta)
Customer Code: 160158 – SuperValu Inc. – Quincy, FL
Customer Code: 160464 – SuperValu Inc. – Anniston, AL
Customer Code: 160477 – SuperValu Inc. – Hammond/Indianola, MS
ATTACHMENT C-2
INCLUSIONS
DEL MONTE FOODS CORPORATION
RETAIL GROCERY BROKERAGE AGREEMENT
Items: Del Monte Brands, Del Monte Pet Products, College Inn Broth, Produce
Channel: Retail Grocery Customers (except those identified in Attachment B-2F)
All direct-buying customers in the following markets:
| | |
| LOS ANGELES | | A&P/PATHMARK |
| SAN FRANCISCO | | BALTIMORE/WASHINGTON |
| DALLAS | | HARRISBURG |
| HOUSTON | | NEW YORK |
| WEST TEXAS | | NEW YORK/NY METRO A/O |
| PHOENIX | | BUFFALO/ROCHESTER |
| PORTLAND/SEATTLE | | CHARLOTTE |
| SALT LAKE CITY | | NASHVILLE/KNOXVILLE |
| HAWAII | | MIAMI |
| KANSAS CITY | | NEW ORLEANS |
| DES MOINES/OMAHA | | JACKSONVILLE |
| CHICAGO | | GREENVILLE |
| NASH FINCH (w/ KMART) | | BIRMINGHAM |
| DETROIT | | ALBANY |
| GRAND RAPIDS | | BOSTON |
| INDY/LOUISVILLE | | C&S INDIRECTS |
| ST. LOUIS | | C&S NORTHEAST |
| SUPERVALU MW/SE REG | | |
| SUPERVALU NORTH/NW REG | | |
| SUPERVALU EASTERN REG | | |
| SUPERVALU RETAIL (excl SHAWS) | | |
| SHAWS | | |
| SAVE-A-LOT | | |
Channel: Produce Grocery Customers (except those identified in Attachment B-2F)
| | |
| INDIANAPOLIS-PRODUCE | | DES MOINES-PRODUCE |
| NEW ORLEANS-PRODUCE | | ST LOUIS-PRODUCE |
| ALBANY-PRODUCE | | L A-PRODUCE |
| BOSTON-PRODUCE | | DETROIT-PRODUCE |
| NEW YORK-PRODUCE | | GRAND RAPIDS-PRODUCE |
| SYRACUSE-PRODUCE | | MINNEAPOLIS – PRODUCE |
| BIRMINGHAM-PRODUCE | | NASH FINCH – PRODUCE |
| CHARLOTTE-PRODUCE | | |
| FLORIDA-PRODUCE | | |
| PHILADELPHIA-PRODUCE | | |
| RICHMOND-PRODUCE | | |
| WINN DIXIE-PRODUCE | | |
Channel: Drug Stores - Full Headquarter support only at [***]*(except as specifically indicated below as Administrative Support Only)
All direct buying customers below in the following markets:
Channel: Drug Stores - Administrative Support Only at [***]*
All direct buying customers in the following markets:
|
|
BEYER FARMS INC |
|
CVS DRUG STORES |
|
LOWE’S COMPANIES INC |
|
RITE AID |
|
WALGREENS* |
*Walgreens #19 Maspeth location was purchased from Duane Reade and supplies only Duane Reade stores and receives[***]* commission for this location only, all other Walgreens is the admin support only rate of[***]*
Channel: Convenience Stores
All direct buying customers in the following markets:
|
| C-STORE (BIG 4) |
|
| A/O C-STORE |
Channel: Sporting Goods
All direct buying customers in the following markets:
|
|
| Sports Authority |
|
| RC Wiley |
|
| WS Badcock |
|
| Dick’s Sporting Goods |
|
| Academy |
|
| Bass Pro Shops, |
|
| Sportsman’s Warehouse |
|
| Sports Chalet |
|
| Big 5 |
|
| Hibbett Sports |
|
| Cabelas |
|
| MC Sport |
|
| Dunhams |
|
| Gander Mountain |
|
| Liberty Distribution Company |
|
| Vistar |
Channel: Channels Other
All direct buying customers in the following markets:
|
| REGIONAL MASS |
|
| SPECIALTY DIST. |
|
| * | CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION |
