X0306 4 2012-12-19 0 0001320947 Diamond Foods Inc DMND 0001424319 Kim Stephen C/O DIAMOND FOODS, INC. 600 MONTGOMERY STREET, 13TH FLOOR SAN FRANCISCO CA 94111 0 1 0 0 SVP, General Counsel Common Stock 2012-12-19 4 A 0 5112 A 55628 D Common Stock 2012-12-19 4 A 0 10224 A 65852 D Employee Stock Option (right to buy) 14.67 2012-12-19 4 A 0 29892 0 A 2022-12-18 Common Stock 29892 29892 D Shares will vest, and the Issuer's right to repurchase the shares will lapse, over the 48-month period beginning on December 19, 2012, with one-fourth of the shares vesting every 12 months from that date, provided the executive officer remains in continuous service as an employee or consultant through each such date. Shares will vest, and the issuer's right to repurchase the shares will lapse, on December 19, 2016, provided that all or a portion of such shares may vest earlier upon satisfaction of performance conditions related to the Board determination that adjusted EBITDA performance has exceeded targets after two or three years, and provided that the executive officer remains in continuous service as an employee or consultant through such date. Options will vest and become exercisable as to one-fourth of the shares on December 19, 2013, and the remainder will vest and become exercisable ratably each calendar quarter over the following 36-month period, provided the executive officer remains in continuous service as an employee or consultant through each such date. /s/ Stephen Kim 2012-12-20