X0306 4 2016-02-29 0 0001320947 Diamond Foods Inc DMND 0001276313 DRISCOLL BRIAN J C/O DIAMOND FOODS, INC. 600 MONTGOMERY STREET, 13TH FLOOR SAN FRANCISCO CA 94111 1 1 0 0 President & CEO Common Stock 2016-02-29 4 D 0 151566 D 0 D Employee Stock Option (Right to Buy) 13.34 2016-02-29 4 D 0 220643 0 D 2022-11-18 Common Stock 220643 0 D Employee Stock Option (Right to Buy) 14.67 2016-02-29 4 D 0 132855 0 D 2022-12-18 Common Stock 132855 0 D Employee Stock Option (Right to Buy) 20.89 2016-02-29 4 D 0 80821 0 D 2023-10-01 Common Stock 80821 0 D Restricted Stock Units 2016-02-29 4 D 0 41604 0 D Common Stock 41604 0 D Performance Based Restricted Stock Units 2016-02-29 4 D 0 34263 0 D Common Stock 34263 0 D Performance Based Restricted Stock Units 2016-02-29 4 D 0 37526 0 D Common Stock 37526 0 D Represents 50,776 fully vested shares of the Issuer's Common Stock and 100,790 restricted shares of the Issuer's Common Stock that accelerate so that they were fully vested as of the Closing (as defined below). On October 27, 2015, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Snyder's-Lance, Inc., a North Carolina corporation (the "Acquirer"), and certain of the Acquirer's affiliates. Upon the closing (the "Closing") of the transactions (collectively, the "Acquisition") contemplated by the Merger Agreement on February 29, 2016, each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock. Upon the Closing, this option was assumed (the "Assumption") by the Acquirer and became an option to purchase a number of shares of the Acquirer's Common Stock determined by multiplying the number of shares of Issuer Common Stock that were subject to this option immediately before the Assumption by approximately 1.13575 and rounding the resulting number down to the nearest integer, with the per-share exercise price of the option after the Assumption determined by dividing the per-share exercise price of the option immediately before the Assumption by 1.13575 and rounding the resulting exercise price up to the nearest whole cent, provided, however, that the resulting option remains subject to the same vesting schedule or conditions and the same restrictions on exercisability as would have applied to this option if not for the Acquisition, as further described below. This option was fully vested and exercisable as of the Closing or was accelerated such that it was fully vested and exercisable in connection with the Acquisition. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock. Upon the Closing, each of these Restricted Stock Units was assumed by the Acquirer and became a Restricted Stock Unit representing a contingent right to receive approximately 1.13575 shares of the Acquirer's Common Stock, with the aggregate number of Restricted Stock Units after such assumption rounded down to the nearest integer. These Restricted Stock Units were accelerated in full in connection with the Acquisition. Performance metrics, terms and/or conditions to which these performance-based Restricted Stock Units were originally subject were deemed, pursuant to the Merger Agreement, to have been achieved and/or satisfied, as applicable, at the target level(s) upon the Closing, and any time-based vesting to which these performance-based Restricted Stock Units were originally subject accelerated in full in connection with the Acquisition. Upon the Closing, each of these Restricted Stock Units was cancelled and converted into the right to receive from the Acquirer an amount in cash, without interest, equal to $12.50, as well as 0.775 of a share of the Acquirer's Common Stock. /s/ Brian J. Driscoll by Leda M. Mouallem, Attorney-in-Fact 2016-03-02