EX-10.3



 Exhibit 10.3 

TRANSITION SERVICES AGREEMENT 

BETWEEN 
 CONAGRA FOODS, INC. 

AND 
 LAMB WESTON HOLDINGS, INC.

 Dated November 8, 2016 







 TRANSITION SERVICES AGREEMENT 

THIS TRANSITION SERVICES AGREEMENT dated November 8, 2016 (this “Agreement”), is between ConAgra Foods, Inc., a Delaware
corporation (“ConAgra”), and Lamb Weston Holdings, Inc., a Delaware corporation (“Lamb Weston”). ConAgra and Lamb Weston are sometimes referred to herein individually as a “Party”, and collectively
as the “Parties”. 
 RECITALS 

A. Lamb Weston and ConAgra are Parties to that certain Separation and Distribution Agreement dated as of even date herewith (the
“Separation Agreement”). 
 B. Pursuant to the Separation Agreement, the Parties agreed to separate ConAgra into two
companies (1) Lamb Weston which will own and conduct, directly and indirectly, the LW Business; and (2) ConAgra, which will continue to own and conduct, directly and indirectly, the Retained Business (the “Separation”).

 C. In connection with the transactions contemplated by the Separation Agreement and in order to ensure a smooth transition following the
Separation, each Party desires that the other Party provide, or cause its Affiliates or contractors to provide, certain transition services. 

D. It is the intent of the Parties that the Services be provided at cost, and therefore, the Fees set forth on Annex B were calculated
to reflect costs. 
 In consideration of the forgoing and the mutual covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
 ARTICLE I 

DEFINITIONS 
 Section 1.1 Definitions.
Unless otherwise defined herein, each capitalized term will have the meaning specified for such term in the Separation Agreement. As used in this Agreement: 

“Additional Service” has the meaning set forth in Section 2.2. 

“Agreement” has the meaning set forth in the Preamble. 

“Authorized Representative” means, for each Party, any of the individuals listed on Annex A under the name of such
Party. 
 “Availed Party” has the meaning set forth in Section 5.2(a). 

“ConAgra” has the meaning set forth in the Preamble. 







 “Eligible Services” has the meaning set forth in Section 6.2(a).

 “Extendable Service” has the meaning set forth in Section 6.1(b). 

“Fees” means the fees for a particular Service as set forth on Annex B. 

“Force Majeure Events” has the meaning set forth in Section 3.5(b). 

“Invoice” has the meaning set forth in Section 4.3(a). 

“Lamb Weston” has the meaning set forth in the Preamble. 

“Objection Notice” has the meaning set forth in Section 4.4. 

“Partial Termination” has the meaning set forth in the Section 6.2(a). 

“Party” has the meaning set forth in the Preamble. 

“Payment Due Date” has the meaning set forth in Section 4.3(b). 

“Safety and Security Policies” has the meaning set forth in Section 5.2(a). 

“Separation” has the meaning set forth in the Recitals. 

“Separation Agreement” has the meaning set forth in the Recitals. 

“Service Provider” means ConAgra or any of its Subsidiaries providing a Service hereunder. 

“Service Recipient” means Lamb Weston or any of its Subsidiaries receiving a Service hereunder. 

“Service Recipient Data” means all of the data and information owned and provided solely by the Service Recipient, or created
by the Service Provider solely on behalf, or for the benefit, of the Service Recipient (including any such data and information created by the Service Provider or the Service Recipient using the Service Provider’s computer systems or software)
in relation to the provision of the Services. 
 “Service Term” means the term for a particular Service as set forth on
Annex B. 
 “Services” means the Services generally described on Annex B and any other Service provided by
ConAgra or any of its Subsidiaries pursuant to this Agreement. 
 “Systems” has the meaning set forth in Section
5.2(a). 
 “Term” has the meaning set forth in Section 6.1(a). 

  
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 ARTICLE II 

PERFORMANCE AND SERVICES 
 Section 2.1
General. 
 (a) During the Term, and subject to the terms and conditions of this Agreement, ConAgra will provide, or cause to be
provided, the Services to Lamb Weston and its Subsidiaries. The applicable Fee for each Service will be the specified Fee for such Service set forth on Annex B, and the applicable Service Term for each Service will be the specified Service
Term for such Service set forth on Annex B. Notwithstanding anything to the contrary contained herein or on any Annex, ConAgra will have no obligation under this Agreement to: (i) operate the LW Business or any portion thereof (it being
acknowledged and agreed by ConAgra and Lamb Weston that providing the Services will not be deemed to be operating the LW Business or any portion thereof); (ii) advance funds or extend credit to Lamb Weston; (iii) hire new employees for the
purpose of providing the Services; (iv) provide Services to any Person other than members of the LW Group; or (v) implement systems, processes, technologies, plans or initiatives developed, acquired or utilized by ConAgra whether before or
after the Distribution Date. 
 (b) Notwithstanding anything to the contrary in this Agreement, neither ConAgra nor Lamb Weston (nor any of
their respective Subsidiaries) will be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable Law, contract, license, sublicense, authorization, certification or permit. 

Section 2.2 Additional Services. If Lamb Weston reasonably determines that additional transition services (not listed on Annex B) of the
type previously provided by the ConAgra Group to the LW Business are necessary to conduct the LW Business, and Lamb Weston or its Subsidiaries are not able to provide such services to the LW Business or such services are not commercially available
from third party providers, then Lamb Weston may provide written notice thereof to ConAgra. Upon receipt of such notice by ConAgra, if ConAgra is willing, in its sole discretion, to provide such additional service during the Term, the Parties will
negotiate in good faith an amendment to Annex B setting forth the additional service (each such service an “Additional Service”), the terms and conditions for the provision of such Additional Service and the Fees payable by
Lamb Weston for such Additional Service, such Fees to be determined on an arm’s-length basis with the intent that they reflect costs. 

Section 2.3 Service Requests. Any requests by a Party to the other Party regarding the Services or any modification or alteration to the provision
of the Services must be made by an Authorized Representative (it being understood that the receiving Party will not be obligated to agree to any modification or alteration requested thereby). Notwithstanding anything to the contrary hereunder, each
Party may avail itself of the remedies set forth in Section 6.3 without fulfilling the notice requirements of this Section 2.3. 

  
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 Section 2.4 Access. Subject to Section 5.2, Lamb Weston, at the reasonable request of ConAgra,
will make available on a timely basis to ConAgra all information reasonably requested by ConAgra to enable it to provide the Services. Lamb Weston will give ConAgra and its Affiliates, employees, agents and representatives, as reasonably requested
by ConAgra, reasonable access, during regular business hours and at such other times as are reasonably required, to the premises of the LW Business for the purposes of providing the Services. 

ARTICLE III 
 SERVICE QUALITY;
INDEPENDENT CONTRACTOR 
 Section 3.1 Service Quality. 

(a) The Service Provider will perform the Services in a manner and quality that is substantially consistent with the Party’s past practice
(including as to quantity) in performing the Services for the LW Business, and in any event in compliance with any terms or service levels set forth on the applicable Annex. The Service Recipient will use the Services in substantially the same
manner and on substantially the same scale as they were used by such Party and its Affiliates in the past practice of the LW Business, prior to the Distribution Date. 

(b) Each Party acknowledges and agrees that certain of the Services to be provided under this Agreement have been, and will continue to
be provided (in accordance with this Agreement and the Annexes hereto) to the LW Business by third parties designated by the Service Provider. To the extent so provided, the Party responsible for providing such Services will use Commercially
Reasonable Efforts to (i) cause such third parties to provide such Services under this Agreement and/or (ii) enable the Party seeking the benefit of such Services and its Subsidiaries to avail itself of such Services; provided,
however, that if any such third party is unable or unwilling to provide any such Services, the Parties agree to use their Commercially Reasonable Efforts to determine the manner, if any, in which such Services can best be provided (it being
acknowledged and agreed that any costs or expenses to be incurred in connection with obtaining a third party to provide any such Services will be paid by the Party to which such Services are provided; provided that the Service Provider will
use Commercially Reasonable Efforts to communicate the costs or expenses expected to be incurred in advance of incurring such costs or expenses). 

Section 3.2 Independent Contractor; Assets. 

(a) The Service Provider is an independent contractor. All employees and representatives of the Service Provider and any of its Subsidiaries
involved in providing Services will be under the exclusive direction, control and supervision of the Service Provider or its Subsidiaries (or their subcontractors) providing such Services, and not of the Service Recipient. The Service Provider or
its Subsidiaries (or their subcontractors) providing the Services will be solely responsible for compensation of its employees, and for all withholding, employment or payroll taxes, unemployment insurance, workers’ compensation, and any other
insurance and fringe benefits with respect to such 

  
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employees. The Service Provider or its Subsidiaries (or their subcontractors) providing the Services will have the exclusive right to hire and fire any of its employees in accordance with
applicable Law. The Service Recipient will have no right to direct and control any of the employees or representatives of the Party or its Subsidiaries (or their subcontractors) providing such Services. 

(b) All procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by a Party, any of its Subsidiaries or
any third party service provider in connection with the provision of the Services hereunder will remain the property of such Party, its Subsidiaries or such service providers and, except as otherwise provided herein, will at all times be under the
sole direction and control of such Party, its Subsidiaries or such third party service provider. No license under any patents, know-how, trade secrets, copyrights or other rights is granted by this Agreement or any disclosure in connection with this
Agreement by either Party. 
 Section 3.3 Uses of Services. The Service Provider will be required to provide the Services only to the Service
Recipient and the Service Recipient’s Subsidiaries in connection with the Service Recipient’s operation of the Business. The Service Recipient may not resell any Services to any Person whatsoever or permit the use of such Services by any
Person other than in connection with the operation of the Business in the ordinary course of business. 
 Section 3.4 Transition of
Responsibilities. Lamb Weston agrees to use Commercially Reasonable Efforts to reduce or eliminate its and its Subsidiaries’ dependence on each Service as soon as is reasonably practicable. Each Party agrees to cooperate with the other
Party to facilitate the smooth transition of the Services being provided to the Service Recipient by the Service Provider. 
 Section 3.5 Disclaimer
of Warranties: Force Majeure. 
 (a) Except as expressly set forth in this Agreement: (i) Lamb Weston acknowledges and agrees (on
behalf of itself and any other Service Recipient) that ConAgra makes no warranties of any kind with respect to the Services to be provided hereunder; and (ii) ConAgra hereby expressly disclaims all warranties with respect to the Services to be
provided hereunder, as further set forth immediately below. 
 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES TO BE PROVIDED
UNDER THIS AGREEMENT WILL BE PROVIDED AS-IS, WHERE-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO ANY
REPRESENTATION OR DESCRIPTION, TITLE OR ANY OTHER WARRANTY WHATSOEVER. 
 (b) Notwithstanding anything to the contrary contained in this
Agreement, neither Party will be liable for any interruption, delay or failure to perform any obligation under this Agreement (but specifically excluding any inability or failure to pay for 

  
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Services rendered hereunder) when such interruption, delay or failure results from causes beyond such Party’s reasonable control, including any Law or act of any Governmental Authority,
riot, terrorism, insurrection or other hostilities, embargo, fuel or energy shortage, equipment breakdowns, power failure, pandemic, epidemic, fire, flood, earthquake or act of God, strikes, lockouts, labor shortages, failure of a third party to
satisfy its contractual obligations, or any other similar cause (“Force Majeure Events”); provided, however, that the affected Party promptly notifies the other Party, in writing, upon learning of the occurrence of the
Force Majeure Event. Subject to compliance with the foregoing, a Party’s obligations hereunder will be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event and, upon the cessation of the Force
Majeure Event, such Party will use Commercially Reasonable Efforts to resume promptly its performance hereunder. 
 ARTICLE IV 

FEES; PAYMENT 
 Section 4.1 Fees. The
Service Recipient will pay the Service Provider the Fees for the Services provided by such Service Provider under this Agreement. The Fees for the Services are set forth on Annex B. 

Section 4.2 Taxes. To the extent required or permitted by applicable Law, there will be added to any Fees due under this Agreement, and Lamb
Weston agrees to pay to the Service Provider, amounts equal to any taxes, however designated or levied, based upon such Fees, or upon this Agreement or the Services provided under this Agreement, or their use, including state and local privilege or
excise taxes based on gross revenue and any taxes or amounts in lieu thereof paid or payable by the Service Provider hereunder. In the event taxes are not added to an invoice from the Service Provider hereunder, the Service Recipient is responsible
to remit to the appropriate tax jurisdiction any additional amounts due including taxes, interest and penalties. The Parties will cooperate with each other to minimize any of these taxes to the extent reasonable. If additional amounts are determined
to be due on the Services provided hereunder as a result of an audit by a tax jurisdiction, Lamb Weston agrees to reimburse the Service Provider for the additional amounts due including taxes, interest and penalties. Lamb Weston will have the right
to contest the assessment with the tax jurisdiction at its own expense. The Service Provider hereunder will be responsible for penalties or interest solely attributable to its failure to remit invoiced taxes. The Parties further agree that,
notwithstanding the foregoing, neither Party will be required to pay any franchise taxes, taxes based on the income of the other Party or personal property taxes on property owned or leased by a Party and used by such Party to provide Services.
Notwithstanding anything else in this Agreement to the contrary, the obligations of this Section 4.2 will remain in effect until the expiration of the relevant statutes of limitation. 

Section 4.3 Invoices and Payment. 

(a) Unless otherwise specified in Annex B, within 10 days following the end of each fiscal month of Service Provider, the Service
Provider will submit to the Service 

  
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Recipient for payment a written statement of amounts due under this Agreement for such month (an “Invoice”). The Invoice will set forth the Fees and any third party costs or
charges that are required to be reimbursed by Service Recipient in connection with the provision of any Services, in the aggregate and itemized, based on the descriptions set forth on Annex B. Each statement will specify the nature of any
amounts due for any Fees as set forth on Annex B and will contain reasonably satisfactory documentation in support of such amounts as specified therein and such other supporting detail as the Service Recipient may reasonably require to
validate such amounts due. 
 (b) Unless otherwise specified in Annex B, Lamb Weston will pay all amounts due pursuant to an Invoice
no later than 14 days after the date of the Invoice (the “Payment Due Date”). All timely payments under this Agreement will be made without early payment discount. 

(c) Subject to Section 4.4, if Lamb Weston fails to pay the full amount of any invoice by the Payment Due Date, such failure will
be considered a material default under this Agreement. The remedies provided to each Party by this Section 4.3(c) and by Section 6.3 will be cumulative with respect to any other applicable provisions of this
Agreement. Payments made after the Payment Due Date will bear interest at the rates set forth in Annex B for the applicable Services. 

Section 4.4 Payment Disputes. The Service Recipient may object to any amounts for any Service invoiced to it at any time before, at the time of,
or after payment is made, provided such objection is made in writing (“Objection Notice”) to the Service Provider prior to the Payment Due Date. Any dispute under this Section 4.4 will be resolved in accordance with the
provisions of Section 7.8 and Article V of the Separation Agreement. The Service Recipient will pay interest, which will begin to accrue beginning on the date that is 60 days following receipt of the Service Recipient’s Objection Notice,
at an annual rate equal to the Prime Rate plus 2.0% (compounded monthly) on any amounts it is required to pay to the Service Provider upon resolution of the dispute if the dispute is resolved in the Service Provider’s favor. 

ARTICLE V 
 CONFIDENTIALITY 

Section 5.1 Confidentiality. Each Party agrees that the specific terms and conditions of this Agreement and any information, Service Recipient
Data and Materials conveyed or otherwise received by or on behalf of a Party in conjunction herewith are confidential and are subject to the terms of the confidentiality provisions set forth in Section 3.04 of the Separation Agreement. 

Section 5.2 Security. 
 (a) If either
Party (including its Affiliates and their employees, authorized agents and subcontractors) is given access to the other Party’s computer systems or software (collectively, “Systems”), premises, equipment, facilities or data in
connection with the Transition Services, the Party given access (the “Availed Party”) will comply 

  
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with (and will cause its Affiliates, and their employees, authorized agents and subcontractors to comply with) all of the other Party’s policies and procedures in relation to the use and
access of the other Party’s Systems, premises, equipment, facilities or data (collectively, “Safety and Security Policies”), and will not tamper with, compromise or circumvent any safety, security or audit measures employed by
such other Party. The Availed Party will access and use only those Systems, premises, equipment, facilities and data of the other Party for which it has been granted the right to access and use. 

(b) Each Party will use Commercially Reasonable Efforts to ensure that only those of its personnel who are specifically authorized to have
access to the Systems, premises, equipment, facilities and data of the other Party gain such access, and use Commercially Reasonable Efforts to prevent unauthorized access, use, destruction, alteration or loss of such Systems, premises, equipment,
facilities or data (including, in each case, any information contained therein), including notifying its personnel of the restrictions set forth in this Agreement and of the Safety and Security Policies. 

(c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Safety and
Security Policies, that any unauthorized Availed Party personnel has accessed the Systems, premises, equipment, facilities or data, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction,
alteration or loss of, or damage to, premises, facilities, equipment, data, information or software of the other Party, the Availed Party will promptly terminate any such person’s access to the Systems, premises, equipment, facilities or data
and promptly notify the other Party. In addition, such other Party will have the right to deny personnel of the Availed Party access to its Systems, premises, equipment, facilities or data upon notice to the Availed Party in the event that the other
Party reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 5.2(c) or otherwise pose a security concern. The Availed Party will use Commercially Reasonable Efforts to cooperate with the
other Party in investigating any apparent unauthorized access to such other Party’s Systems, premises, equipment, facilities or data. 

(d) If any Systems, premises, equipment or facilities of a Party are damaged (ordinary wear and tear excepted) due to the conduct of the
Availed Party or any of its Affiliates, or their employees, authorized agents or subcontractors, the Availed Party will be liable to the other Party for all costs associated with such damage, to the extent such costs exceed any available insurance
proceeds. 
 ARTICLE VI 

TERMINATION 
 Section 6.1 Term. 

(a) The term of this Agreement (the “Term”) will commence on the Distribution Date and end on the earliest to occur of
(i) the date on which the provision of all Services have terminated pursuant to Annex B (inclusive of any term extension agreed to by the Parties for any Extendable Service pursuant to Section 6.1(b)), (ii) the date on
which the provision of all Services has been terminated by the Parties pursuant to Section 6.2, (iii) the date this Agreement is terminated pursuant to Section 6.3 and (iv) the date that is 18 months after the Distribution
Date. 

  
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 (b) Annex B identifies those Services that are eligible for an extension of their
respective Service Term as provided in this Section 6.1(b) (each such Service, an “Extendable Service”). To the extent reasonably necessary to (i) continue the transition of any Extendable Service from ConAgra or
its Affiliates to Lamb Weston, its Affiliates or other providers and (ii) the continued operation of Lamb Weston’s business in connection therewith, in each case, as reasonably agreed by Lamb Weston and ConAgra, Lamb Weston may elect, by
delivering written notice to ConAgra no later than 45 days prior to the end of the then in effect term for such Extendable Service, to extend any such Extendable Service (and, as necessary, the term of this Agreement with respect to such Service) by
a period of up to six months (or such shorter extension period as provided in Annex B for such Extendable Service); provided, however, that Lamb Weston may only extend each such Extendable Service one time; provided
further, however, that any extension of the Service Term for such Extendable Service is subject to receiving any necessary consents from third party vendors to such extension. To the extent the Service Term of any Extendable Service is
extended hereunder, Service Recipient will be responsible for any incremental costs related to enabling such extension. 
 Section 6.2 Partial
Termination. 
 (a) Annex B identifies those Services that are eligible for termination prior to the expiration of the Service
Term (“Eligible Services”). The Service Recipient may, upon providing to the Service Provider the notice specified in Annex B and satisfying any such other requirements specified in Annex B with respect to any such
Eligible Service, terminate any Eligible Services that, prior to the expiration of the Service Term, are no longer needed from the Service Provider, in which case this Agreement will terminate as to such Eligible Services (a “Partial
Termination”); provided, that such termination shall not relieve the Service Recipient from any obligations arising under this Agreement prior to the termination of such Service(s) or its obligations with regard to those Services it
continues to receive. The Parties will mutually agree as to the effective date of any Partial Termination. 
 (b) In the event of any
termination prior to the scheduled expiration of the Service Term or of any Partial Termination hereunder, with respect to any terminated Services in which the Fee for such terminated Services is charged as a flat monthly rate, if termination occurs
other than the end of the month, there will be no proration of the monthly rate. To the extent any amounts due or advances made hereunder related to costs or expenses that have been or will be incurred and that cannot be recovered by the Service
Provider, such amounts due or advances made will not be prorated or reduced and the Service Provider will not be required to refund to the Service Recipient any prorated amount for such costs or expenses; and the Service Recipient will reimburse the
Service Provider for (i) Service Recipient’s proportional share of any third party costs or charges that are required to be paid in connection with the provision of any Services and that cannot be terminated and (ii) any third party
cancellation or similar charges incurred as a result of the Service Recipient’s early termination. 

  
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 Section 6.3 Termination of Entire Agreement. Subject to the provisions of Section 6.5, a
Party will have the right to terminate this Agreement or effect a Partial Termination effective upon delivery of written notice to the other Party if the other Party: 

(a) makes an assignment for the benefit of creditors, or becomes bankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage
(with respect to its own property and business) of any state, federal or foreign bankruptcy or insolvency act, or if a receiver or receiver/manager is appointed for all or any substantial part of its property and business and such receiver or
receiver/manager remains undischarged for a period of 30 days; or 
 (b) materially defaults in the performance of any of its covenants or
obligations contained in this Agreement (or, in the case of a Partial Termination, with respect to the Services being terminated) and such default is not remedied to the non-defaulting Party’s reasonable
satisfaction within 45 days after receipt of written notice by the defaulting Party informing such Party of such default, or if such default is not capable of being cured within 45 days, if the defaulting Party has not promptly begun to cure the
default within such 45-day period and thereafter proceeded with all diligence to cure the same. 
 Section 6.4 Procedures on Termination.
Following any termination of this Agreement or Partial Termination, each Party will cooperate with the other Party as reasonably necessary to avoid disruption of the ordinary course of the other Party’s and its Subsidiaries’ businesses.
Termination will not affect any right to payment for Services provided prior to termination. 
 Section 6.5 Effect of Termination. Section
4.1 and Section 4.2 (in each case, with respect to Fees and Taxes attributable to periods prior to termination), Section 3.2, Section 4.3, Section 4.4, Section 6.4, this Section
6.5, ARTICLE I, ARTICLE V, ARTICLE VII and ARTICLE VIII will survive any termination of this Agreement. In the event of a Partial Termination, this Agreement will remain in full force and
effect with respect to the Services which have not been terminated by the Parties as provided herein. For the avoidance of doubt, the termination of this Agreement with respect to some, but not all, Services identified on Annex B, will not be a
termination of this Agreement. 
 ARTICLE VII 

INDEMNIFICATION AND DISPUTE RESOLUTION 

Section 7.1 Limitation of Liability. 

(a) No Party nor any of such Party’s Affiliates will be liable, whether in contract, tort (including negligence and strict liability) or
otherwise, for any special, indirect, punitive, incidental or consequential damages whatsoever that in any way arise out of, relate to, or are a consequence of, its performance or nonperformance 

  
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hereunder, or the provision of or failure to provide any Service hereunder, including loss of profits, diminution in value, business interruptions and claims of customers, whether or not such
damages are foreseeable or any Party has been advised of the possibility or likelihood of such damages. 
 (b) Except for Damages arising out
of or related to the gross negligence, willful misconduct or bad faith of the Service Provider, in no event will the Service Provider’s aggregate liability arising under or in connection with this Agreement (or the provision of Services
hereunder) exceed the Fees paid or payable to the Service Provider from the Service Recipient pursuant to this Agreement in respect of the Service from which such Damages flows. 

(c) Each Party will use Commercially Reasonable Efforts to mitigate the Damages for which the other is responsible hereunder. 

Section 7.2 Indemnification by Lamb Weston. Lamb Weston will indemnify, defend and hold harmless each of the ConAgra Indemnified Parties for any
Damages attributable to any third party claims asserted against them to the extent arising from or relating to: (i) any material breach of this Agreement by Lamb Weston or (ii) the provision of the Services by ConAgra, the other members of
the ConAgra Group or its or their employees, suppliers or contractors, except to the extent that such third party claims for Damages are finally determined by a court of competent jurisdiction to have arisen out of the material breach of this
Agreement, gross negligence, willful misconduct or bad faith of ConAgra, the other members of the ConAgra Group or its or their employees, suppliers or contractors in providing the Services. 

Section 7.3 Indemnification by ConAgra. ConAgra will indemnify, defend and hold harmless each of the LW Indemnified Parties for any Damages
attributable to any third party claims asserted against them to the extent arising from or relating to: (i) any material breach of this Agreement by ConAgra or (ii) any gross negligence, willful misconduct or bad faith by ConAgra, the
other members of the ConAgra Group, or its or their employees, suppliers or contractors, in the provision of the Services by ConAgra, the other members of the ConAgra Group or its or their employees, suppliers or contractors pursuant to this
Agreement. 
 Section 7.4 Exclusive Remedy. Except for equitable relief and rights pursuant to Section 4.2, Section 4.3(b) or
ARTICLE V, the indemnification provisions of this ARTICLE VII will be the exclusive remedy for breach of this Agreement. 
 Section 7.5
Risk Allocation. Each Party agrees that the Fees charged under this Agreement reflect the allocation of risk between the Parties, including the disclaimer of warranties in Section 3.5(a) and the limitations on liability in Section
7.1. Modifying the allocation of risk from what is stated here would affect the Fees that are charged for the Services, and in consideration of those Fees, each Party agrees to the stated allocation of risk. 

  
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 Section 7.6 Indemnification Procedures. All claims for indemnification pursuant to
Section 5.2(d) or this ARTICLE VII will be made in accordance with the provisions set forth in Article IV of the Separation Agreement. Notwithstanding anything to the contrary hereunder, neither Party may assert against the other
Party or submit to arbitration or legal proceedings any cause of action, dispute or claim for indemnification which accrued more than two years after the later of (a) the occurrence of the act or event giving rise to the underlying cause of
action, dispute or claim and (b) the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the Party asserting the cause of action, dispute or claim. 

Section 7.7 Express Negligence. THE INDEMNITY, RELEASES AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING ARTICLE II AND THIS
ARTICLE VII) ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES
BECAUSE OF THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES. 

Section 7.8 Dispute Resolution. Except for claims arising under ARTICLE V, any Dispute arising out of or relating to this
Agreement will be resolved as provided in Article V of the Separation Agreement.  
 ARTICLE VIII 

MISCELLANEOUS 
 Section 8.1 Amendments and
Waivers. 
 (a) This Agreement may be amended and any provision of this Agreement may be waived; provided, however, that
any such amendment or waiver, as the case may be, is in writing and signed, in the case of an amendment, by the Parties or, in the case of a waiver, by the Party against whom the waiver is to be effective. No course of dealing between or among any
Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement. 

(b) No delay or failure in exercising any right, power or remedy hereunder will affect or operate as a waiver thereof; nor will any single or
partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not
exclusive of any rights or remedies that any Party would otherwise have. 
 Section 8.2 Notices. All notices, requests, permissions, waivers and
other communications hereunder will be in writing and will be deemed to have been duly given (a) upon transmission, if sent by email with confirmation of receipt, (b) when delivered, if delivered personally to the intended recipient, and
(c) one Business Day following sending by overnight delivery via an international courier service and, in each case, addressed to a Party at the following address for such Party: 

If to ConAgra: 
 ConAgra Foods,
Inc. 
 222 W. Merchandise Mart Plaza, Suite 1300 

Chicago, Illinois 60654 

Attention: Colleen Batcheler 

Email: colleen.batcheler@conagra.com 

  
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 if to Lamb Weston: 

Lamb Weston Holdings, Inc. 
 599
S. Rivershore Lane 
 Eagle, Idaho 83616 

Attention: Eryk Spytek 
 Email:
eryk.spytek@conagra.com 
 or to such other address(es) as may be furnished in writing by any such Party to the other Party in accordance with the
provisions of this Section 8.2. 
 Section 8.3 Entire Agreement. This Agreement, including the Annexes hereto and the sections of
the Separation Agreement referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements and understandings of the Parties of any nature,
whether oral or written, with respect to such subject matter. 
 Section 8.4 No Third-Party Beneficiaries. Except to the extent otherwise
provided in ARTICLE VII, this Agreement is solely for the benefit of the Parties and does not confer on third parties any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this
Agreement. 
 Section 8.5 Governing Law. The validity, interpretation and enforcement of this Agreement will be governed by the Laws of the
State of Delaware, without regard to the conflict of Laws provisions thereof that would cause the Laws of another state to apply. 
 Section 8.6
Assignment. No Party may assign its rights or delegate its duties under this Agreement without the written consent of the other Party, except that a Party may assign its rights or delegate its duties under this Agreement to a member of its
Group, provided that (a) such Person agrees in writing to be bound by the terms and conditions contained in this Agreement and (b) such assignment or delegation will not relieve any Party of its indemnification obligations or other
obligations under this Agreement. Any attempted assignment or delegation in contravention of the foregoing will be void. 
 Section 8.7
Severability. The Parties agree that (a) the provisions of this Agreement will be severable in the event that for any reason whatsoever any of the provisions 

  
 -13- 








 
hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as similar as possible in
terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid and enforceable to the fullest extent permitted by applicable Law. 

Section 8.8 Counterparts. This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of more than
one Party), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or
other electronic transmission, will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of
any Party, the other Party will re-execute original forms thereof and deliver them to the requesting Party. 
 Section 8.9 Rules of
Construction. The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. Whenever required by the context, any
pronoun used in this Agreement or Annexes will include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. Reference to any agreement, document, or
instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. References in this Agreement to any document, instrument or agreement
(including this Agreement) includes and incorporates all exhibits, disclosure letters, schedules and other attachments thereto. Unless the context otherwise requires, any references to an “Annex,” “Section” or “Article”
will be to an Annex, Section or Article to or of this Agreement. The use of the words “include” or “including” in this Agreement or the Schedules will be deemed to be followed by the words “without limitation.” The use
of the word “covenant” will mean “covenant and agreement.” The use of the words “or,” “either” or “any” will not be exclusive. Days mean calendar days unless specified as Business Days. References to
statutes will include all regulations promulgated thereunder, and references to statutes or regulations will be construed to include all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation as of the
date hereof. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties,
and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Except as otherwise expressly provided elsewhere in this Agreement or any other Transaction
Document or any Ancillary Agreement, any provision herein which contemplates the agreement, approval or consent of, or exercise of any right of, a Party, such Party may give or withhold such agreement, approval or consent, or exercise such right, in
its sole and absolute discretion, the Parties hereby expressly disclaiming any implied duty of good faith and fair dealing or similar concept. 

  
 -14- 








 Section 8.10 Performance. The Parties agree that irreparable damage would occur if any provision of
this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the performance of the terms and provisions of this Agreement without proof of actual damages, this being in addition to any other remedy to which any Party is entitled at Law or in equity. Each Party further agrees that no other Party
or any other Person will be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.10, and each Party irrevocably waives any right it
may have to require the obtaining, furnishing or posting of any such bond or similar instrument and will not contest the appropriateness of specific performance as a remedy. 

[Signatures on Following Page] 

  
 -15- 








 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first
written above by their respective duly authorized officers. 
  

			
	CONAGRA FOODS, INC.
		
	By:	 	/s/ Colleen R. Batcheler
	Name:	 	Colleen R. Batcheler
	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
	
	LAMB WESTON HOLDINGS, INC.
		
	By:	 	/s/ Thomas P. Werner
	Name:	 	Thomas P. Werner
	Title:	 	President and Chief Executive Officer









 Annex A 

AUTHORIZED REPRESENTATIVES 
 [See
Attached.] 







 TSA-Annex A 
  

	
	





  
 Authorized Representatives 
Function 
ConAgra 
Lamb Weston 
TSA Lead 
Jim Blakemore 
John MacArthur 
IT 
Michelle Miller / Amit Khot 
Bill Cox 
HR (HRES/Payroll) 
Aubrey Froelich 
Linda Baird 
Finance & Accounting 
Brad Costanzo 
Brandon Koehler 
Mexico Finance 
Tanya Amador 
Brandon Koehler 
Operations 
Tom Culross 
Tony Campbell 
Supply Chain/Procurement 
Bob Hill 
Sue Duffy 
Marketing 
Cynthia Arnold 
Danny Bawcom 
R&I and Quality 
Deann Akins-Lewanthal 
Chris Rhynalds 
Treasury 
Pam Malmos 
Scott Schneider 
Tax 
Ken Groetsema 
Mark Wynn 
GBS 
Jodi Maciejewski 
Brandon Koehler 
Real Estate & Facilities 
John Lewandowski 
Scott Schneider 
Steering/Escalation Board 
Bill Hahn, Dan Jones 
LW SLT 







 Annex B 

SERVICES AND FEES 
 [See
Attached.] 








					
		  	TSA Annex B	  	
	Transition Services Agreement Schedule of Services
	      Table of
Contents


  

					
	 1.0 Information Technology (Given the 16 month term, IT services are not automatically extendable
under TSA Section 6.1b )
	  	 	3	  
	 1.1 Infrastructure Services
	  	 	3	  
	 1.1.1 Help Desk
	  	 	3	  
	 1.1.2 Operations Support
	  	 	5	  
	 1.1.3 Data Center Services / Server Administration
	  	 	7	  
	 1.1.4 Network Management
	  	 	8	  
	 1.1.5 Client Computing
	  	 	9	  
	 1.2 Security Operations
	  	 	11	  
	 1.3 Application Support (LW Gold Application List is included as Appendix 1)
	  	 	12	  
	 1.4 IT Services
	  	 	14	  
	 1.6 Data Center Floor Space and Power
	  	 	15	  
	 1.7 Information Technology Transition & Set-up Support
	  	 	16	  
	 2.0 Global Business Services (GBS)
	  	 	17	  
	 2.1 Accounts Payable *
	  	 	17	  
	 2.2 Data Management Organization *
	  	 	17	  
	 2.3 Global Business Services COE
	  	 	18	  
	 3.0 Human Resources Support (not extendable)
	  	 	19	  
	 3.1 Benefits Administration Support (US / Canada / Puerto Rico)
	  	 	19	  
	 3.2 Payroll, Payroll Tax and Timekeeping (US, PR and Canada1)
	  	 	20	  
	 3.3 People Data Management and Other HR Admin Services
	  	 	21	  
	 3.4 International Payroll & Benefits Administration
	  	 	23	  
	 4.0 Supply Chain
	  	 	24	  
	 4.1 Enterprise Procurement
	  	 	24	  
	 5.0 Operations
	  	 	24	  
	 5.1 Environment, Health, Safety and Security
	  	 	24	  
	 7.0 Marketing Support
	  	 	27	  
	 8.0 Corporate Controllers’ Group
	  	 	28	  
	 9.0 Treasury Services (Treasury, Fleet, Credit, Insurance and Real Estate)
	  	 	30	  


  
  

 

					
		  		  	










															
	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 

											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	  	
Service Levels



 

					
	 10.0 Corporate Tax
	  	 	32	  
	 10.1 Sales & Use Tax
	  	 	32	  
	 10.2 1099’s
	  	 	32	  
	 10.3 Unclaimed Property
	  	 	33	  
	 10.4 Q2 Provision
	  	 	33	  
	 11.0 Facilities and Real Estate
	  	 	33	  
	 12.0 TSA Program Management
	  	 	34	  
	 12.1 Appendix 1: LW Gold Application List
	  	 	35	  
	 12.3 Appendix 3: IT – Labor Rate Card
	  	 	49	  
	 12.4 Appendix 4: IT – Incident Management/Service Request Targets and SLAs - insert InfoSys
SLA / service level matrix
	  	 	49	  
	 12.5 Appendix 5: TSA Governance
	  	 	52	  


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


																	
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

	
	1.0 Information Technology (Given the 16 month term, IT services are not automatically extendable under TSA Section 6.1b )
					
		  	 IT Cost Structure (Per Gold Application List Categorization – column B)

•    Infrastructure

•    Infrastructure Applications

•    Applications

•    Data Center Occupancy
	  	  
  

$
  

 
  
	  
 Fixed Fee

146,000
 38,200

158,900
 10,000
	  
   

  
   

  
   
	  	  
  

 
  
	  

Estimated Pass-through

$        220,000

              6,000
	  
   

  
   
	  	  

Pass-through charges are generally included in LW FY’17 AOP and therefore
not incremental.

		  		  	  
	  
	 	  	  
	  
	 	  				  	
		  	 •    Total
	  	$	353,100	  	  	 	$        226,000	  	  				  	
		  		  	  
	  
	 	  	  
	  
	 	  				  	
					
	 1.1 Infrastructure Services
	  				  				  				  	
					
	 1.1.1 Help Desk
	  				  				  				  	
						
		  	 Continued end user support through the CAG/Parent Help Desk. LW/Spinco will identify the appropriate help desk queues for routing of
incidents per CAG/Parent SOPs.
 CAG/Parent to provide the following services:

•    Phone and email Incident Request Receipt, Incident ticket logging and monitoring, Level
1 support.
 •    Assignment to appropriate Level 2 and 3 support personnel if needed.

•    Level 1 Help Desk support for problem calls from users who are accessing LW/Spinco
assets including, but not limited to, dedicated and shared applications, technology, telephone, desktop/laptop hardware, desktop/laptop software, voicemail, email, remote access, IP connectivity, network, internet, LAN, printer, fax, and any other
problem that a CAG/Parent employee would normally report.
 •    Incident Management
reporting consistent to current practices existing for the six (6) month period leading up to the Distribution Date.

•    User account maintenance and support including; add / modify / delete (including but not
limited to Active Directory, Voicemail and VPN)
 •    Any need for increase in CAG/Parent
stabilization support due to LW/Spinco separation will be supported by LW/Spinco resources
	  	 
 	See IT
header	  
  	  	 
 	Until
Feb 28, 2018	  
  	  	 
 
 	Quarterly
Transition
Review	  
  
  	  	SLA’s to be consistent with current Infosys methodology/view


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


															
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	  	Duration	  	Required Notice
for Early
Termination	 	  	
Service Levels

						
		  	 End User Access Administration

•    Provide continued access and use of shared and dedicated applications listed in the Gold
Application List.
 •    Process LW/Spinco user access requests for applications and
network components.
 •    Provide user account maintenance and support including:
Creation/modification/deletion of user accounts for both shared and dedicated applications in use by the Business as of the Distribution Date.

•    Provide services required for creation/modification/deletion of shared drives and
folders as well as the creation/modification/deletion of groups accessing those shared drives and folders.
	  	 
 	See IT
header	  
  	  	Until
 Feb 28, 2018
	  				  	


  
  

 

					
		  		  	Page 4











															
	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


																	
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

					
	 1.1.2 Operations Support
	  				  				  				  	
						
		  	 Shared applications and infrastructure [See Gold Application List]

•    Provide Data Center operations in support of CAG/Parent shared systems including SAP
operations. 
 •    Provide Operations level 1 support on automated and user created
incidents for shared infrastructure and shared applications consistent with existing processes and documentation.

•    Provide server level monitoring to ensure performance and availability of shared
infrastructure in support of shared applications.
  
 Dedicated applications and
infrastructure [See Gold Application List]
 •    Provide Data Center
operations in support of LW/Spinco dedicated systems
 •    Provide Operations level 1
support on automated and user created incidents for dedicated infrastructure and dedicated applications consistent with existing processes and documentation.

•    Provide server level monitoring consistent with existing practices existing for the six
(6) month period prior to the Distribution Date to ensure performance and availability of dedicated infrastructure.
  

Incident Management Escalation Process
  

Shared applications and infrastructure

•    Follow the existing incident management escalation procedures consistent with escalation
procedures for the six (6) month period prior to Distribution Date.
 •    LW/Spinco
resources will be engaged as necessary for any applications that impact LW/Spinco business functions.
  

Dedicated applications and infrastructure

•    CAG/Parent will follow the existing incident management escalation procedures consistent
with escalation procedures for the six (6) month period prior to the Distribution Date.

•    LW/Spinco resources will be responsible for following the CAG/Parent incident management
processes
	  	 
 	See IT
header	  
  	  	 
  
	Until
 Feb 28, 2018
	 
   
	  	 	30 days	  	  	


  
  

 

					
		  		  	Page 5











															
	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


															
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

						
	 1.1.2

(cont.)
	  	 Backups and Disaster Recovery
  

•    Provide disaster recovery services consistent with current practices existing for the
six (6) month period prior to the Distribution Date.
 •    Provide file and data
restoration within the data center shared systems (listed in Gold Application List).

•    Perform routine backups based on defined SLAs of all transaction data in a secured
offsite location
 •    Assist in restoration of files and data within CAG/Parent data
center for systems listed in the LW Gold Application List upon request of the LW/Spinco.
  

Change Management
  

Shared applications and infrastructure

•    Follow existing change management procedures (including change controls) and notify
LW/Spinco designated team of any planned production changes.
  
 Dedicated applications
and infrastructure
 •    LW/Spinco to follow CAG/Parent’s existing change
management procedures (including change controls) and notify CAG/Parent designated team of any planned production changes.
	  	See IT
header	  				  				  	


  
  

 

					
		  		  	Page 6











															
	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


													
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	 	  	
Service Levels

	
	 1.1.3 Data Center Services / Server Administration

						
		  	 Shared Applications

•    Provide server administration functions to all shared applications listed in Gold
Application List.
 •    Provide database engineering support and maintenance services
including; database maintenance (add, modify, and delete), database system updates and patches applied, as required, and database updates, as required, to support release deployment in support of shared systems and applications listed in Gold
Application List
 •    Provide communication to LW/Spinco of all scheduled outages and
planned changes involving systems that will affect LW/Spinco’s business operations.

•    Notify LW/Spinco and commence data restoration activities as soon as possible of system
downtime or data loss where applicable in accordance with defined SLA as referenced in Appendix 4.

•    Provide system storage management consistent with current practices

•    Provide new storage allocations for existing systems in Appendix 1 to sustain any data
growth due to normal transaction and data volume increases.
  
 Dedicated
Applications
 •    LW/Spinco to provide server administration functions to all
dedicated systems
 •    LW/Spinco will provide database engineering support and
maintenance services including; Database maintenance (add, modify, and delete), Database system updates and patches applied, as required, and Database updates, as required, to support release deployment in support of systems and applications listed
in Gold Application List.
 •    LW/Spinco to provide all administration, support, and
maintenance for any new dedicated infrastructure (cage).
 •    LW/Spinco to provide system
storage management to all dedicated systems.
	  	See IT
header	  	Until Feb 28, 2018	  				  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


															
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

				
	    1.1.4 Network Management	  				  				  	
						
		  	 WAN

•    Provide site connectivity for all existing site circuits connected to the CAG/Parent
network
 •    Provide connectivity to CAG/Parent’s data centers to access agreed upon
applications (dedicated and shared applications)
 •    Provide internet access to each
location in accordance of the CAG/Parent’s electronic communication policy.

•    Provide network monitoring leveraging existing monitoring tools consistent with
monitoring provided for the six (6) month period prior to the Distribution Date.

•    Provide telecommunications support for all employees (phone extension, voicemail, etc.)
residing at CAG/Parent facilities during the transition period
 •    CAG/Parent is
responsible for Domain Name Services (DNS) and IP address management
 •    Maintain,
monitor and manage wide area network data and/or voice circuits and VPNs to and from all existing LW/Spinco locations existing as of the six (6) month period prior to the Distribution Date.

•    Maintain, monitor and manage all shared Data Center network equipment that exists as of
the Distribution Date, including, but not limited to, hubs/switches, IP routers, load balancers, circuit demarcation points, cables, and device configurations in support of current network traffic levels of the LW/Spinco.

•    LW/Spinco to maintain, monitor and manage all dedicated network equipment, including,
but not limited to, hubs/switches, IP routers, load balancers, circuit demarcation points, cables, and device configurations physically located at dedicated LW/Spinco locations.

•    Provide continued support of remote access for LW/Spinco vendors who were CAG/Parent
vendors existing as of the Distribution Date (Excludes providing support for remote access for new LW/Spinco vendors).
  

LAN

•    In LW/Spinco facilities, LW/Spincoto coordinate activities with third-party service
providers where required to provide support for network maintenance services.

•    LW/Spinco to provide connectivity to applicable IT network hosts (desktops, laptops, and
printers).
	  	See IT
header	  	 	Until Feb 28, 2018	  	  				  	


  
  

 

					
		  		  	Page 8











															
	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


																	
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

						
	 1.1.4
 (cont.)
	  	 LAN (cont.)

•    CAG/Parent to provide connectivity to systems as transition is made to LW/Spinco Domain.
This access would allow VPN or Citrix remote access to applications.
 •    LW/Spinco will
provide Level 2 and Level 3 support services for all site equipment including routers, switches, and security devices which are located in existing LW/Spinco locations.
  

DMZ

•    Provide secure, remote access (via VPN) to the CAG/Parent network under the existing
CAG/Parent Electronic Communication Policy
	  				  				  				  	
					
	    1.1.5 Client Computing	  				  				  				  	
						
		  	 Directory Services

•    Provide support and maintain the shared Active Directory environment

•    Provide user authentication and password management for the LW/Spinco’s core
business systems and logical network
 •    LW/Spinco will support and maintain any new
Domains.
  
 Image Creation and Maintenance

•    Create and maintain all laptop/PC images

•    LW/Spinco will execute services for device provisioning in LW/Spinco locations per the
existing CAG/Parent’s process.
  
 Home Drives/Messaging /Print/Mobile

•    Create / modify / delete shared drives, folders, and printers as normal business

•    Provide support and maintenance for user email and Jabber consistent with practices for
the six (6) month period prior to the Distribution Date
 •    Provide Exchange mailbox
administration including: adds, modifications, and deletes
 •    Provide approved secure
web and client access to email users
 •    Provide email retention services consistent
with CAG/Parent practices for the six (6) month period prior to the Distribution Date

•    Provide support of mobile device management (InTune)

•    LW/Spinco to provide support for mobile devices.
	  	 
 	See IT
header	  
  	  	  
  
	  
 Until Feb 28, 2018
	  
   
	  				  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


																	
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

						
		  	 PC Patching

•    Patching (security and application) all Desktops/PC’s attached to the CAG/Parent
network.
 •    LW/Spinco is responsible for creating and coordinating with the CAG/Parent
any dedicated application patches that are required
  
 Desktop Support

•    Provide desktop support using the CAG/Parent standard PC image.

•    CAG/Parent will provide at cost any devices for new LW/Spinco employees that will
execute any LW/Spinco applications (dedicated or shared) in accordance with CAG/Parent standard requirements. Cost of equipment will be the responsibility of the LW/Spinco.

•    Any new purchased devices or machines will adhere to CAG/Parent standard image and
guideline
 •    Any new devices for LW/Spinco will be paid for by LW/Spinco and deployed
with CAG image by CAG desktop support team
	  				  				  				  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


																	
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

					
	     1.2 Security Operations
	  				  				  				  	
					
	 1.2.1     Security Operations
	  				  				  				  	
		  	 •    Monitor systems and device logs, network traffic, intrusion
detection systems and the client computing security tools to detect any unusual usage patterns, third-party attacks or unauthorized access and promptly report to the LW/Spinco any security incidents involving IT system integrity, confidentiality
issues or unauthorized data access.
 •    CAG/Parent to monitor, investigate, and promptly
report to LW/Spinco any end user reported security incidents involving IT system integrity, confidentiality issues or unauthorized data access

•    Provide physical security to the Company’s equipment at the CAG/Parent datacenters.
Field equipment security is the responsibility of LW/Spinco.
 •    CAG/Parent to provide
Anti-virus protection on server and PC assets, and SPAM monitoring services for the LW/Spinco’s email

•    Provide e-discovery and legal hold services consistent with services provided for the
six (6) month period prior to the Distribution Date.
 •    Provide security access via
existing employee roll-on forms and processes as well as execute employee terminations as requested through existing HR process and SLAs (e.g. Non-Employee contractor status)
	  	 
 	See IT
header	  
  	  	 	Until Feb 28, 2018	  	  				  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


													
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	 	  	
Service Levels

	
	    1.3 Application Support (LW Gold Application List is included as Appendix 1)
	
						
		  	 Shared Applications

•    Provide continued access and use of business applications as outlined in the LW Gold
Application List in use by the Business as of the Distribution Date.
 •    Application
development requests from LW/Spinco to shared applications must be mutually agreed upon by LW/Spinco and CAG/Parent.

•    Provide continued maintenance and support services for shared applications as listed in
Appendix 1, the LW Gold Application List.
 •    Ensure that any break fix,
projects/enhancements will utilize the governance process defined in Appendix 5.

•    Provide escalation to shared application third-party vendors as needed for support
services on applications listed in Gold Application List
 •    During CAG/Parent’s
project execution, LW/Spinco will be requested to participate in any regression testing or validation of data and/or processes for the duration of the TSA

•    CAG/Parent will be requested to participate in any regression testing or validation of
data and/or processes in shared CAG systems, as needed, due to LW/Spinco changes to dedicated or new applications (e.g. interface impact)

•    Any modifications or upgrades, code changes, break/fix, significant bug fixes, or
enhancements made by CAG/Parent to CAG/Parent’s IT environment will be consistent with current practices existing for the six (6) month period prior to the Distribution Date.

•    CAG/Parent and LW/Spinco will mutually agree on timing of any downtime, upgrades,
modifications, changes, significant fixes in shared applications that impact LW/Spinco or CAG/Parent as possible. Emergency break fixes will not allow time for mutually agreed to changes such as business impact issues.

•    Test and maintain all existing inbound/outbound interfaces in support of LW/Spinco
business processes involving shared applications listed in Appendix 1.
 •    Any
modifications or upgrades, code changes, break/fix, significant bug fixes, or enhancements, requested by the LW/Spinco to shared applications will be evaluated, and if approved, will be implemented in Production by the CAG/Parent on a mutually
agreeable date and time and cost.
	  	See IT
header	  	Until Feb 28, 2018	  				  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


																	
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

						
	 1.3.1

(Cont.)
	  	 Application Support (Continued)
  

Dedicated Applications

•    Any modifications or upgrades, code changes, break/fix, significant bug fixes, or
enhancements will be made by the LW/Spinco.
 •    LW/Spinco maintains all existing
inbound/outbound interfaces in support of LW/Spinco business processes involving dedicated applications listed in Gold Application List.

•    LW/Spinco will provide maintenance and support services for dedicated applications
listed in Gold Application List.
 •    If LW/Spinco requires CAG/Parent support services
for dedicated applications listed in Gold Application List, those services can be requested and if CAG/Parent is able to provide them they will be billed at a rate consistent with Appendix 3, Rate Table.
	  				  				  				  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


																	
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

				
	1.4 IT Services	  	  				  				  	
						
	 1.4.1
	  	IT Supplier Management	  				  				  				  	
		  	 •    Manage application and infrastructure vendor relationships for
shared applications and infrastructure, as they exist for the six (6) month period prior to the Distribution Date per the existing CAG/Parent vendor management process

•    Prior to expiration, CAG/Parent will inform LW/Spinco of any contractual or time
sensitive expiration of agreements
 •    Coordinate with 3rd party vendors contracted or
retained by CAG/Parent to provide support and resolve issues for shared applications and infrastructure

•    If CAG/Parent Suppliers do not extend software usage rights or transfer rights beyond
what is in CAG/Parents supplier’s contracts, LW/Spinco will be responsible to secure their own licenses and / or agree to pay CAG/Parent for any incremental costs associated with extended usage rights and / or transfer rights to LW/Spinco.

•    LW/Spinco must adhere to CAG/Parent supplier’s software license agreement terms and
conditions. In the event of any non-compliance by LW/Spinco that results in increased fees or penalties to CAG/Parent, LW/Spinco will be responsible for the costs.
	  	 
 	See IT
header	  
  	  	 	Until Feb 28, 2018	  	  				  	
						
	 1.4.2
	  	TSA IT Billing Support	  				  				  				  	
		  	 •    CAG/Parent will bill all IT related expenses and provide line item
detail of all billable expenses to LW/Spinco on a monthly basis
 •    LW/Spinco will
notify CAG/Parent plans for application or infrastructure contract exits and planned TSA reductions
	  	 
 	See IT
header	  
  	  	 	Until Feb 28, 2018	  	  				  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


													
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	 	  	
Service Levels

						
	 1.4.3
	  	 Project Governance

•    CAG/Parent and LW/Spinco will appoint governance board to review any enhancement or
project work requests, resource needs and costs
 •    CAG/Parent and LW/Spinco will
participate jointly in board meetings
 •    CAG/Parent and LW/Spinco enhancements and
projects will be reviewed and decisions taken through the governance board
 •    LW/Spinco
will participate in CAG/Parent Change Advisory Board (CAB) weekly
 •    Additional
services and/or new locations will require mutually agreed project resourcing and added costs

•    LW/Spinco IT will be responsible to communicate system outages and or issues to
LW/Spinco business end users as needed
	  	See IT
header	  	Until Feb 28, 2018	  				  	
	
	1.5 External Resources
						
	 1.5.1
	  	 Dedicated Systems External Support

•    CAG/Parent will provide Managed Service support for shared application and
infrastructure leveraging a 3rd party supplier.

•    CAG/Parent will provide Managed Service support for dedicated applications and
infrastructure leveraging a 3rd party supplier.
	  	See IT
header	  	Until Feb 28, 2018	  				  	
	
	    1.6 Data Center Floor Space and Power
						
	 1.6.1
	  	 Data Center Charges

•    Floor space (Data Center in a Cage area)

•    Data Center power
	  	$10,000
per month	  	Until Feb 28, 2018	  				  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


													
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	 	  	
Service Levels

	
	1.7 Information Technology Transition & Set-up Support
						
	 1.7.1
	  	 Infrastructure Separation Support

•    Provide support to assist the LW/Spinco to separate the physical and logical network
connections to sites that will be retained by the LW/Spinco
 •    Provide support to
assist the LW/Spinco to separate and migrate the Company’s active directory environment

•    Provide and maintain a test instance of all shared application production systems and
versions as they are at Distribution Date, supported currently and enable Business to leverage these systems to test carving our data to a standalone systems environment

•    Provide support to assist LW/Spinco to separate acquired physical computer assets
located in the CAG/Parent’s facilities
 •    Facilitate the transfer of telephone
numbers including 800 numbers from CAG/Parent to LW/Spinco for all landline and cellular phones used by Business
  

Data Separation Support

•    Provide master data extracts to LW/Spinco for shared systems in support of the
separation activities
 •    Provide reasonable transactional data extracts as needed for
system conversions such as open orders, open POs, financial data and additional mutually agreed upon transactional data.

•    Provide historical data such as sales history, financial history and additional mutually
agreed upon historical data.
 •    Provide data validation support and knowledge transfer
of data files
  
 Application Separation

•    Provide support to LW/Spinco with the separation of shared applications to include
documentation of current solution design, interfaces, job schedules, and data definitions
  

Documentation

•    Provide documentation of the systems environment supporting the LW/Spinco business
including any configuration, customization specifications, process flows, test scripts, and details of user access control for the shared applications as listed in Gold Application List.
	  	Time &
Material	  	Until Feb 28, 2018	  				  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	
Description of Service (Extendable Services as defined in the TSA
Section 
6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	 	Cost (per
month
exc.noted)	 	Duration	 	Required Notice
for Early
Termination	 	
Service Levels

	
	2.0 Global Business Services (GBS)
	
	    2.1 Accounts Payable *
						
	 2.1.1
	  	 Travel Card Processing
  

For PeopleSoft-supported (Workday after 1/1/17) Lamb Weston employees based on ConAgra Concur configuration and ConAgra T&E policy

•    Reviewing and processing T&E expense reports

•    Support providing data for monthly processing out-of-pocket reimbursements

•    Conducting sample audits T&E reports

•    Performing T&E Concur maintenance

•    Assist employees with Bank account discrepancies

•    Cancel Bank account for terminated employees

•    Track receipt of amounts and reports due from employees T&E

•    Monitor terminated employee final expense reports
	 	$2,200	 	12 months	 	Quarterly
Transition
Review	 	 Daily T&E report support and
 monthly
audits

	
	2.2 Data Management Organization *
						
	 2.2.1
	  	 Day to Day Support of Data * (extendable until 2/28/18)
  

Daily Support of Data Operations

•    Process the creation and maintenance of vendor and indirect material master data
records
 •    Process Remedy tickets for vendor and indirect material requests

•    Support cVend and cMat workflow processes and tools

•    Maintain roles within cVend and cMat to ensure workflow tasks can be processed

•    Troubleshoot master data issues as needed
	 	$6,500	 	12 Months	 	Quarterly
Transition
Review	 	 Create and maintain the following items daily:
  

•    Vendor master data

•    Indirect Material master data

 
 Daily reconciliation of remedy
queues



  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

						
	 2.2.2
	  	 1WorldSync Contract

•    Pass-through of Lamb Weston’s portion of the 1WorldSync contract remaining in
calendar 2016; continuation into 2017 as needed
	  	$5,600 /
 month
	 	12 Months	  	30 days	  	
						
	 2.2.3
	  	 Data Management Transition Project Support (if applicable)

•    Support project plan and Lamb Weston resources

•    Support project tasks, and raise issues and expedite when applicable
	  	Hourly rate
dependent
on skill
level
needed
($75/hr)	 	12 Months	  	Quarterly
Transition
Review	  	TBD. General per hour charges will range $55 to $75 per hour.
	 2.3 Global Business Services COE

						
	 2.3.1
	  	 COE Support for Financial Planning &Analysis Services * (extendable through 2/28/18)

 
 •    Salary Planning
Tool Maintenance
 •    Maintenance of SG&A Reporting tables
	  	$75/hr	 	12 Months	  	Quarterly
Transition
Review	  	Prepare and populate salary planning tool with updated census data and enterprise assumptions; maintain SG&A reporting versions and tables


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


																	
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	 	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

					
	3.0 Human Resources Support (not extendable)	  				 				  				  	
	
	3.1 Benefits Administration Support (US / Canada / Puerto Rico)
						
		  	 Through 12/31/2016:

•    Eligibility to continue participation in ConAgra/Parent’s Health and Welfare
programs as currently enrolled. Health and Welfare programs are defined as Medical, Dental, FSA, Dental, Vision, Prescription, Employee Assistance, Castlight, StayWell, Dependent Care FSA Plans, Retiree Medical

•    Wellness (e.g. SimplyWell) participation as it exists in 2016

•    Eligibility to continue participation in AD&D, Insurance, STD/LTD— subject to
approval by Benefits carriers, including confirmation by Life and LTD benefits carrier that these items remain fully insured for existing employees as well as coverage status for new hires through 12/31/16

•    Eligibility for continued participation in CRISP/401k (up to 12 months)

•    Continuation of 2016 Voluntary Deferred Compensation and Directors’ Deferred
Compensation programs including enrollment for 2017 plan year
 •    Support 2017 Benefits
Open Enrollment consistent with existing ConAgra process and approach
 •    Claims
processing and settlement
	  	 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 	$37,500
per
month
plus pass
through
of
allocable
enterprise
program
costs
(30%)
and
direct
claims
costs.
Such
claims
may trail
up to one
year.	  
  
  
  
  
  
  
  
  
  
  
  
  
  

  
  
  
  
  
  	 	 
 	Through
12/31/16	  
  	  	 
   

 
 
 
 
 
 
 
 
 
 
 
 

 
 
	30 days written
 notice 
 Except for
Section
3.3.2
Security
Access
Administration,
all Section 3.0
Human
Resources
Support
services are
interlinked, and
must be
terminated as a
bundle
	  
    

  
  
  
  
  
  
  
  
  
  

  
  
  
  
	  	Consistent with service levels provided to the business in the six months prior to spin
						
		  	 From 1/1/2017 through 12 months from Distribution Date:

•    Continuation of Benefits Administration within Workday until tenant split:

•    Assumes separation of contracts, billing and settlement procedures are in place with
benefits providers under new vendor agreements direct with LW
 •    Eligibility for
continued participation in CRISP/401k
 •    Support 401k plan-to-plan transfer at
termination of TSA
 •    Processing and settlement of trailing claims incurred between
date of spin and 12/31/16. Complex claims may trail one year or longer.
	  	 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 	$15,000
per
month
plus pass
through
of
allocable
enterprise
program
costs
(30%)
LW to
process
direct
claims
costs.	  
  
  
  
  
  
  
  
  
  
  
  
  
  

  
  	 	 
 
 
 
 	Up to 12
months
from
Distribution
Date	  
  
  
  
  	  				  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

	
	3.2 Payroll, Payroll Tax and Timekeeping (US, PR and Canada1)
						
	 3.2.1
	  	 Payroll and Payroll Tax - US, Puerto Rico, and Canada (Canada services to be added 1/1/17 as part of the Workday implementation)

•    Gross to net payroll process

•    Payroll validation

•    Link to all benefit and compensation plans as required and provide information to third
party vendors
 •    Regulatory, tax , and statutory filing consistent with historic
practices
 •    Remit employer and employee withheld taxes and deductions to the
appropriate parties on a timely basis consistent with historic practices
 •    Issue all
required compliance forms (e.g. W-2)
 •    File all required annual tax or compliance
returns
 •    Complete year-end processing (Calendar 2016)

•    Provide employees support and issue resolution

•    Process payment of union dues

•    Wage attachments and garnishments

•    Outstanding checks/escheat process

•    Direct deposit transfer services, and pay statements

•    Issue Instant Pay cards consistent with existing practice ( E.g. final checks in Oregon,
pay corrections)
 •    Check print and shipping services to the respective LW/Spinco
facilities
 •    Provide standard payroll reports

•    Provide general ledger data consistent with Finance TSA functional requirements (e.g.
Payroll Accounting TSA service 7.4)
 •    Provide supporting documentation to Finance for
payroll account reconciliation including periodic payroll accrual calculations

•    Provide documentation and support for financial and other audits

•    Provide payroll support and “help-center” services to Transferred Employees
that may require legal entity transition
 •    Support disbursement control and
remittance
 •    Coordinate tax withholding, history, maintenance and delivery of
information from payroll provider and government reporting
 •    Track vacation and
absence through the local HR support consistent with historic practices
	  	Monthly charge of
$32 per active
employee census.	  	12 months	  	30 days written
 notice 
 Except
for
Section 3.3.2
Security
Access
Administration,
all Section 3.0
Human
Resources
Support
services are
interlinked, and
must be
terminated as a
bundle
	  	 Consistent with functional metrics in the six month period prior to spin - weekly/biweekly payroll process for US (and Canada beginning in
2017)
  
 Payroll processing will require pre-funding by cash wire / good funds in the
bank by close of business Tuesday (Canada) / Wednesday (US) current week’s payroll run.
  

Services provided will be through same support structure and systems as which it provides services to ConAgra Foods, Inc. employees. Services will be under
organization/legal entities that may result from the spin-off.
  
 If major restructuring
or acquisitions take place during the TSA and require support, such support will require mutually agreed project resourcing and additional charges.



  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


																	
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

						
		  	 •    Unemployment Administration – current practices and procedures
using existing 3rd party

•    Payroll processing support for CAG Voluntary Deferred Compensation and Directors’
Deferred Compensation programs (through 12/31/16)
 •    Payroll processing support for LW
Voluntary Deferred Compensation and Directors’ Deferred Compensation programs (beginning 1/1/17)

•    Scope of the Payroll, Payroll Tax and timekeeping service initially includes US, Puerto
Rico and Canada (8 Sales employees). On January 1, 2017, the scope will increase to include LW Canadian operations as part of the Workday system implementation.)
	  				  				  				  	
						
	 3.2.2
	  	 Timekeeping (IT/Kronos interdependency)

•    US: continue time and attendance services through Kronos and payroll system (PeopleSoft
until 12/31/16 / Workday beginning 1/1/17)
 •    Canada: establish time and attendance
services utilizing Kronos beginning 1/1/17. IT and HR project to be activated pre-spin
	  				  				  	 	See above 3.2.1	  	  	Process time and attendance for US and CAN (one plant - Taber) weekly/biweekly
	
	3.3 People Data Management and Other HR Admin Services
						
	3.3.1	  	 People Data Management and other HR Admin

•    Updating, maintaining employee data on the HRIS or system of record including changes of
status etc. aligning with current practices and procedures
 •    Tracking and reporting of
Contingent workforce data, including compliance status checks and system access compliance

•    Processing and managing the transfer of staff from one service area, business line or
facility to another
 •    Facilitate car mileage for payroll processing where applicable,
consistent with existing practices [This process is managed by Treasury/Dae DiCenzo today]

•    Generate required reports to government and federal agencies. For example, fair hiring
practice reports or government mandated training classes
 •    Lead and coordinate the
user testing of Workday HRIS/HR Application system until LW tenant split occurs
 •    I9
administration through LW tenant split (or sooner, if a separate LW I9 system is established (after 1/1/2017))

•    ACA administration for calendar year 2016
	  	 
 
 
 
 
 	Included in
census
based
charge for
3.2,
Payroll	  
  
  
  
  
  	  	 	12 months	  	  	 
   

 
 
 
 
 
 
 
 
 
 
 
 

 
 
	30 days written
 notice 
 Except
for
Section 3.3.2
Security
Access
Administration,
all Section 3.0
Human
Resources
Support
services are
interlinked, and
must be
terminated as a
bundle
	  
    

  
  
  
  
  
  
  
  
  
  

  
  
  
  
	  	 Support HR administration for transactions daily
  

Provide Level 1 HR system support (Payroll, HR and Benefits) daily



  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	Duration	 	Required Notice
for Early
Termination	  	
Service Levels

						
	 3.3.2
	  	 Security Access Administration: Employee to Contractor conversion for continued systems access * (extendable through
2/28/18)
 •    Conversion and administration of employee records in HRES/Workday to
maintain system access with CAG/Parent systems for the full duration of the TSA
	  	$10,000
per month
after
payroll
termination	 	Through
February
28, 2018,
consistent
with IT
duration	 	NA –
required
for the full
TSA
duration
unless all
services
are
terminated	  	Convert and maintain user ID’s and systems security access after LW/Spinco’s independent HRIS conversion
	 3.3.2.5
	  	TSA/Transition Training: requires sufficient headcount / people resources on board no later than 3/1/17 to begin transitional work (e.g. Benefits Administration, HRIS)	  	$80 per
hour plus
materials
and travel	 		 	See above
– 3.3.1	  	
	 3.3.3
	  	 Learning and Development – Manage existing Alchemy instance and HRIS linkage

Continue plant safety learning and development programs (see IT TSA for associated IT costs) [after split, LW will need a new interface from Alchemy]
	  	$3,000 /
 month for
admin
	 	12
months
(dependent
on
Workday
tenant
split)	 	30 days	  	Scope includes existing services only. Can be independently terminated if WD interface is deemed unnecessary
	 3.3.4
	  	 Additional Services - Success Factors:

•    Access to Success Factors data through 1/1/17 (end of CAG SF contract)

•    Talent Management and Advanced Comp capabilities are included in the scope of Workday
project. (hence the tenant split date 10/17)
	  	$2,500 /
month	 	Through
1/31/17	 	NA	  	
	 3.3.5
	  	 Additional Services – Relocation:

•    Administration of any in-process or new LW Spinco relocations to the extent of charges
incurred in calendar 2016.
 •    Knowledge/information transfer to facilitate transition
of Relocation Administration to LW under a new, separate Sirva contract.
	  	Pass
through of
direct
vendor
fees.	 	Through
12/31/16	 	NA	  	
	 3.3.6
	  	 Additional Services – Project Work (time and materials)

•    Additional requests for mutually agreed services outside above scope of services (e.g.
data interfaces)
 •    To be defined: Project plan related to tenant split, costs of WD
tenant split carried by LW post spin
	  	$100 / hr
project
work1 plus
pass
through of
direct costs	 		 	See above
– 3.3.1	  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

	
	 3.4 International Payroll & Benefits Administration

						
	 3.4.1
	  	 International Employee Payroll

•    Continuation of employment within ConAgra legal entities for existing international
employees. These employees’ roles are 100% dedicated to LW work.
 •    Columbia (1
employee)
 •    Mexico (7 employees, plus pass-through of 1 temporary employee through
Manpower )
 •    Panama (2 employees)

•    Australia (1 employee)

•    Netherlands (1 employee)

•    Canada (8 Sales employees until 12/31/16, at which time this group will move under LW in
Workday) Note: Beginning 1/1/17, all Canada-related payroll will be executed within Workday.

•    Continuation of CAG/Parent Payroll processes for the international markets listed above
through ConAgra’s TMF Global agreement.
	  	$32 per
employee
per month
plus pass
through of
direct
employee
costs
including
salary,
incentives,
direct
employer
taxes or
penalties	  	Through
3/1/17	  	NA	  	Continuation of existing TMF Global agreement support as needed by country until LW agreements and capability to execute is in place
						
	 3.4.2
	  	 International Employee Benefits Administration

•    Continuation of CAG/Parent benefits plans and related administration for international
markets including:
 •    Mexico –

•    5 Sales employees on individual benefits plans

•    2 Supply Chain employees currently covered by CAG Mexico group plan

•    Canada - 8 Sales employees until 12/31/16
	  	$15 per
employee
per month
plus pass-
through of
direct
costs and
claims	  	Through
3/1/17	  	NA	  	Continuation of existing TMF Global and/or Mercer agreement support as needed by country until LW agreements and capability to execute is in place


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	 	Required Notice
for Early
Termination	  	
Service Levels

	
	 4.0 Supply Chain

		
	4.1 Enterprise Procurement	  	
						
	 4.1.1
	  	 Enterprise Procurement

•    Procurement support / consulting for non-commodity ingredients, natural gas/electricity,
packaging, indirect materials, services, travel, spare parts, and marketing.
	  	$75 /
hour	  	6 months	 	NA	  	
						
	 4.1.2
	  	 Enterprise Procurement

•    Participation in CAG/Parent’s enterprise procurement contracts as permissible by
vendors.
	  	Pass
through
of direct
costs	  	12 months	 	30 days	  	
						
	 4.1.2
	  	 Capital and Indirects – CAG SAP ALM Access * (extendable through 2/28/18)

•    Material Specification approval workflow

•    Item and Vendor Master Data additions (GBS/DMO)

•    Material data cleansing (GBS/DMO)

•    CIR/Capital Project systems access
	  	Cost
included
in IT
and
GBS
services	  	12 months
(based on
IT/ERP
separation
plan)	 	30 days	  	
						
	 4.1.4
	  	 Enterprise Procurement – IT Hardware and Services Contracts * (extendable through 2/28/18

•    Transitional LW participation in enterprise contracts for procurement of IT hardware and
services as permissible by vendors
	  	Pass
through
of direct
costs	  	12 months
(based on
IT/ERP
separation
plan)	 	NA	  	
	
	 5.0 Operations

		
	 5.1 Environment, Health, Safety and Security
	  	
						
	 5.1.1
	  	 Data tracking and reporting *

•    Safety / environmental metrics

•    Environmental tasks

•    Audit findings and closure of findings

•    Intellex access
	  	$4,500 /
month	  	6 months	 	30 day
notice	  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

						
	 5.1.2
	  	 On-line compliance support *

•    Safety Data Sheet storage – Site Hawk – (SDS) likely done by Distribution
Date; included as part of IT TSA
 •    Management of DOT regulated vehicles (tractor /
trailer drivers) (as permitted by law)
	  		 		  		  	
	 5.1.3
	  	 Other *

•    Sustainable Development Reporting Tool “SDRT” (in SAP)

•    Lockout Pro - no application cost; duplicate from CAG and transfer to new LW
servers
	  	 	  	  
	 5.1.4
	  	 Training

•    Alchemy System plus subscription as a pass through
	  	$75 / hr1
plus
subscription
pass
through	 	6 months	  		  	
	 5.1.5
	  	Security Supplier Audits to support C-TPAT	  	$90 / hr
plus
travel	 	TBD	  	TBD	  	
	 5.1.6
	  	 Department of Homeland Security

•    Chemical audit process
	  	$90 / hr
plus
travel	 	TBD	  	TBD	  	
	6.0 Research and Development – Workflow Support
						
	 6.1
	  	 Food Safety Auditing *

•    Internal Facility Audits
	  	Hourly
rate plus
travel	 	3 months	  	30 days	  	 David Melton CAG provider of LW current and historical audit Data. Chris R.& Todd Badgley LW Points. Train for

1 or two Audit shadows: Training from David Melton to new LW manager Food Protection –Audit.

(confirmed)



  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

						
	 6.2
	  	 Product Development – Access to Subject Matter Experts *

•    Microbiological consulting for Foods Safety issues
	  	Hourly
rate
based on
position	  	6 months	  	30 days	  	 DeAnn Akins-Lewenthal CAG contact. Chris R. Todd Badgley LW. External consultive industry benchmarking, Participate in one onboarding
discussion with New Principal Microbiologist LW
 (confirmed)

	 6.3
	  	 Packaging *

•    Access to Packaging Dynamics lab

•    Access to Packaging Subject Matter Experts
	  	Hourly
rate
based on
position	  	6 months	  	30 days	  	Limited use with advance notice. Do not estimate more 4 service requests, Eric Sinz CAG contact, Kim Williams LW point. (confirmed)
	 6.4
	  	 Supplier Quality- Domestic *

•    Consultation support for establishing new LW function

•    Training / procedural awareness of new hire for LW
	  	Hourly
rate
based on
position
plus
pass-
through
of travel
expenses	  	6 months	  	30 days	  	 Penny Mack CAG and New Manager Food Protection, Supplier compliance for LW

Current Contacts Chris R and Todd Badgley. Supplier Risk Ranking data and process as well as all supplier quality practices reference documentation. Training
only no new audits to be done by CAG for LW

	 6.5
	  	 Supplier Quality – International *

•    Consultation support for establishing new LW function

•    Information Sharing on all external International provider companies

•    Access to SAI for global services for BRC/GFSI audits
	  	Hourly
rate
based on
position
plus
pass-
through
of travel
expenses	  	12 months	  	30 days	  	 Work with Joseph Elrefaie
 Chris Fosse to be
informed, Chris Rhynalds and Horst Ellendt For LW (Work in process)



  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

						
	 6.6
	  	 Consumer Affairs Support – Retail, GBU, MBU and Foodservice *

•    Resources to maintain call center and escalation process

•    Astute reporting and data extracts

•    LW specific 800# - assigned
	  	$2,500 /
month	  	7 months	  	30 days	  	 Work with Leslie Skybo CAG contact, Horst Ellendt LW and Jim Neavill

(Work in process)

	 6.7
	  	Retail heating (cooking) validation studies for packaging development *	  	Hourly
rate based
on position	  	6 months	  	30 days	  	 20 products to validate
 Lea Anne Dea =CAG
provider
 Ghislaine Joly LW contact
 (Confirmed)

	 6.8
	  	 Sample Manager Access / Microbiological *

•    Support for Sample Manager program – IT Systems and Microbiological technical
support.
	  	Hourly
 Rate based
on position
	  	6 months	  	30 days	  	 Greg Shuett IT system support
 Kari Sweeney
business application support
 Dawn Vaadeland LW IT

transitional support. Todd Badgley LW Point until new Principal microbiologist hired.

(confirmed)

	 6.9
	  	 Foreign Material Analysis – Retail * (extendable up to 3 months)

•    CAG forensic analysis for Retail FM Complaints
	  	Hourly
 Rate
	  	3 months
 Only until
LW FM
Lab is
relocated
into new
upgraded
space and
enhanced
capabilities
	  	30 days	  	 Eric Brown CAG provider
 Jeff Nelson LW point
(FM Lab) Russell Jones –Retail product Quality LW
 (confirmed)

	7.0 Marketing Support
						
	 7.1
	  	 Coupon Clearinghouse *

•    Pending vendor consent, continued support of coupon processing and redemption for a
run-out period (to be determined based on activity levels)
	  	$500 per
month plus
coupon
redemption
costs	  	12 months	  	30 days	  	Consistent with the six (6) month period up to and including the Distribution Date and interdependent with vendor contract assignment negotiation


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

		
	 8.0 Corporate Controllers’ Group
	  	
	 8.1
	  	 Financial Accounting Services * (extendable through 2/28/18)

•    Managing period-end close schedule and processes in the SAP ledger system including
journal entry processing and account reconciliations as specified.
 •    General Ledger
maintenance including updating chart of accounts, maintaining currency rates, translation tables, and accounting periods, and mapping and loads to ASI and BPC.

•    Currency revaluation/translation processing and posting, as applicable

•    Provide data in support of transition to new general ledger systems, as required.

•    Monthly accounting transactions (e.g., Concur accruals, IR no GR Report Processes
(“GRIR”), Cash Settlement Processes)
 •    Reconciliation of all cash accounts
– support TBD
 •    TSA billing, weekly remittance administration and
reconciliation
	  	$21,600	  	12 months	  		  	TBD in transition planning (e.g. closing schedule and fiscal period alignment)
						
	 8.2
	  	 Fixed Assets Management * (extendable through 2/28/18)

•    Complete Fixed Asset system maintenance

•    Capitalize, retire, transfer of assets in FA system

•    Set up project number (p-value) based on approved Capital Investment Request (CIR).

•    Provide access to Fixed Asset and Capital Management related reporting

•    Verify monthly depreciation interfaces with ASI

•    Provide Tax with PP&E-related information and prepare tax package for yearend tax
return
 •    Set-up assets for new company (Question on this regarding the implications to
existing processing in SAP in particular)
 •    New company to provide authorized capital
transfer, impairment, divestment (CTID) request form to CCG for processing
 •    New
company to send project completion notice to CCG
 •    Capitalize and categorize assets
for new company
 •    New company to provided information from periodic physical inventory
of capital assets
 •    New company to provide idle asset listing to CCG quarterly

•    Provide new company with data extracts required for conversion to new systems, as
needed.
	  	$2,700	  	12 months	  		  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

						
	 8.3
	  	 Property Tax, Insurance & Loss Support

•    Prepare real estate/personal property tax packages for Corporate Tax

•    Approve and code invoices/payment requests related to real estate and personal property
returns
 •    Determine and accrue real and personal property taxes
	  	$2,700	 	12 months	  		  	
						
	 8.4
	  	 Finance-related payroll support – interlinked with PeopleSoft/Workday / Payroll service 3.2.1

•    Execution of existing financial accounting processes associated with payroll
processing
 •    Generate weekly payroll funding wire invoice and supporting
documentation
	  	$5,400	 	12 months	  		  	
						
	 8.5.1
	  	 International Finance Support - CCG

•    Financial Reporting Support for International Regulatory Filings

•    Access to and transfer of historical data

•    Transactional accounting support consistent with historical scope and practices

•    Scope includes Netherlands, Hong Kong, Australia, Columbia, Panama, Puerto Rico and
Mauritius
 •    Pass-through of country-relevant TMF Global direct charges
	  	$2,700 plus
pass-
through
of direct
costs
(TMF)	 	3 months	  		  	
						
	 8.5.2
	  	 Ad hoc CCG International Finance Support

•    Ad hoc support as mutually agreed after 8.5.1 terminates
	  	$85 / hr	 	Month 4-6
after spin	  		  	
						
	 8.6
	  	Additional financial services or ad hoc projects to be negotiated on a flat rate or hourly rate basis, based on availability of resources.	  		 	12 months	  		  	
						
	 8.7
	  	Corporate FP&A Support	  	$85 / hr	 	12 months	  		  	
						
	 8.8
	  	 International Finance Support - Mexico

•    BPCS Transactional support including AR, AP

•    Inventory accounting, reserve management and reconciliations

•    Execute period close

•    Administer cash remit and reconciliations

•    Due To / Due From reconciliation related to Mexico transactions
	  	$15,400	 	12 months	  	30 days	  	
						
	 8.9
	  	Internal Audit –Hosting Q2 FY17 SOX certification room (not extendable)	  	Pass-
through
direct
costs	 	One time	  	NA	  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

		
	9.0 Treasury Services (Treasury, Fleet, Credit, Insurance and Real Estate)	  	
	9.1	  	 Cash Management

•    Provide the following data for Cash Management processes:

•    Bank Relationship Management: monthly bank fees sent from bank on account analysis
statements
 •    Bank Accounts: maintain bank accounts listing, signers and documentation
via. Excel spreadsheet
 •    Cash Positioning and Forecasting: bank balance data by legal
entity in U.S., Canada and Mexico only, prior day and intraday bank balances where applicable,

•    Transaction level detail by transaction type (e.g., investments, confirmed/unconfirmed
trades, etc.)
 •    Provide support/resources for the following Cash Management
processes
 •    Daily cash positioning

•    Cash flow forecasting physical cash in bank accounts for U.S., Canada and Mexico
only
 •    Transaction confirmation / settlement

•    Manage / track interest and principal repayments

•    Opening and closing of bank accounts

•    Manage bank portals

•    Cash flow forecasting

•    Manage I/C loans, LE funding

•    Execute external treasury payments (ACH’s, wires)
	  	$2,250
plus pass-
through
of direct
3rd party
costs	 	3 months	  	30 days	  	
						
	 9.2
	  	 Treasury Systems:

•    SAP Treasury Cash Management and bank portals:

•    Scope of services include: Treasury support for initial set-up and testing (as well as
ongoing testing based on SAP system change requirements or service packs) of separate SAP cash management role, LW Co Code specific TRM0, bank websites, training of new LW Treasury staff, the dual control aspect for execution of an ACH/Wire/FX
transaction through the SAP Treasury module or banking websites, as well as monitoring and troubleshooting the daily BAI II file & ACH/Wire bank confirm levels 1, 2 &/or 3 to ensure bank account activity is imported into the general
ledger.
	  	$110 per
hour	 	12
months	  	30 days	  	


  
  

 

					
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	      Transition Services Agreement Schedule of Services


 


																	
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	 	 	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

						
		  	 •    Wire Vendors & Rep Line Setup:

•    Provide cVend business process support in setting up new AP wire vendors as well as
modification of existing wires, deleting or adding new repetitive wires using BP and OT81 and daily monitoring of bank files and confirmations.)
	  				 				  				  	
						
	 9.3
	  	 Interim Treasurer Support

•    Provide one existing employee to serve in an interim leadership role for SpinCo Treasury
Services in order to provide SpinCo with additional time to find a qualified person to fill the position of SpinCo Treasurer.

•    Employee takes all direction solely from SpinCo management in provision of Treasury
Services.
 •    Employee has duties and responsibilities solely with respect to the LW
Business and for members of the LW Group.
 •    Employee has no duties or responsibilities
with respect to the Consumer Foods Business or for any member of the ConAgra Group.

•    Charges for this service are based on pass-through of the existing employee’s
direct costs including salary, pro-rata share of incentives, benefits, employer taxes, and reasonable travel.
	  	 
 
 
 
 
 
 
 
 
 	Pass
through of
employee’s
direct costs
including
salary,
incentives,
benefits,
claims and
travel	  
  
  
  
  
  
  
  
  
  	 	 	3 months	  	  	 	NA	  	  	
						
	 9.3
	  	 Light Fleet Vehicle Program:

•    Manage company light fleet vehicle program with Wheels, Inc. Scope of services include
CAG Treasury support for initial set-up and testing of two new client IDs (U.S. ~369 vehicles & Canada ~15 vehicles), transferring existing vehicles on the Wheels program prior to close into the new LW program after Spin close, managing
relationship with Wheels, Inc. to ensure all assigned drivers and farm/plant locations with pool vehicles receive updated titles & registration, new insurance and fuel cards etc., while maintaining the daily approvals and monitoring of vehicle
accidents, maintenance & fuel use.
 •    Provide Maintenance Service agreement
data
 •    Provide support resources to review and approve Maintenance Services
Agreement
	  	 
 
 
 
 
 	$2,600 /
month plus
pass-
through of
direct 3rd
party costs	  
  
 
  
  
  	 	 	3 months	  	  	 	30 days	  	  	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


															
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	 	  	Required Notice
for Early
Termination	 	  	
Service Levels

						
	 9.4
	  	 Credit Services:

•    Provide support/resources for the Credit Check process

•    Assist in workflow of credit apps and phone training as needed. Scope of services
include training LW collections group to implement a best in class credit and risk mitigation department. Transition of the credit responsibilities to LW where they have the tools, recommended procedures, and training to absorb these additional
responsibilities.
	  	$110 /
hour	  	 	3 month	  	  	 	NA	  	  	
						
	 9.5
	  	 Insurance

•    Assist in claims activity

•    Transition business continuity plans and processes
	  	$110 /
hour	  	 	3 month	  	  	 	NA	  	  	
						
	 9.6
	  	 Risk

•    Assist in Risk Management functions (systems functionality, not management
decisions)
 •    Assist with systems maintenance

•    Assist in first quarterly reporting flows
	  	$110 /
hour	  	 	3 month	  	  	 	NA	  	  	
				
	10.0 Corporate Tax	  				  				  	
	10.1 Sales & Use Tax	  				  				  	
	 10.1.1
	  	 State and Local Sales/Use Tax Return Support

•    Providing Vertex access (In Appendix 1, LW IT Gold Application list)
	  	Charged
in IT	  				  				  	
	
	 10.2 1099’s

	 10.2.1
	  	 1099 Forms

•    Preparation of 1099 forms for calendar 2016
	  	TBD	  	 	TBD	  	  				  	TBD


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

	
	    10.3 Unclaimed Property
						
	 10.3.1
	  	 Unclaimed property reporting for calendar 2016

•    Preparation of unclaimed property reports as required

•    Provide payment information
	  	Included
in 9.1.1	  	TBD	  		  	TBD
	
	10.4 Q2 Provision
						
	 10.4.1
	  	 FY17Q2 Provision

•    Computation of FY17Q2 income tax provision, adjustments to deferred tax accounts and
required disclosures pursuant to ASC 740 for Lamb Weston (includes all entities that are part of Lamb Weston’s consolidated financial statements).

•    Services are performed at the direction and oversight of Lamb Weston and its
advisors.
 •    Lamb Weston management and/or advisors is responsible for reviewing and
making all decisions with to respect the provision.
	  	Hourly at
the
following
 rates:Director
$115

Manager
$90
 Sr
Financial
Analyst
$75
	  	Through
filing of
Form
10-Q for
FY17Q2	  	N/A	  	
	
	11.0 Facilities and Real Estate
						
	 11.1
	  	 Occupancy of CAG/Parent office space and related amenities (e.g. Naperville) * (extendable up to 3 months)

•    Includes access to parking, cafeteria services, fitness facilities, security, and office
and mail services.
 •    Services also include access to facilities database for property
info / info finder information, any items handled under corporate, corporate security services, real estate/lease management, facility IQ (tool for utility payments), and EH&S historical data database access
	  	$750 per
occupant	  	6 months	  	30 days	  	Consistent with the six (6) month period prior to the Distribution Date


  
  

 

					
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	      Transition Services Agreement Schedule of Services


 


											
	 ID    
	  	 Description of Service (Extendable Services as defined in the
TSA
Section 6.1(b) are identified with an asterisk “*”. Unless otherwise
noted, the maximum extension is six months.)
	  	Cost (per
month
exc.noted)	  	Duration	  	Required Notice
for Early
Termination	  	
Service Levels

						
	11.2	  	 Real Estate & Facilities:

•    Provide support/resources to assist in the approval or negotiation of additional build
out and leases.
 •    Assist in completion of build out projects in Kennewick and
Eagle,
 •    Continuation of McMunnis lease payment processing if needed
	  	$110 /
hour
plus
pass-
through
of
direct
costs
and
travel	  	6 months	  	NA	  	
	12.0 TSA Program Management
						
	12.1	  	 Program Management and Project Planning * (extension required to coincide with end date of longest duration service)

•    Program Management resources to manage transition projects and resource coordination
with LW/Spinco’s transition team
 •    Steering governance
	  	$10,000
/ month	  	12
months	  	NA	  	PMO support for TSA Functions (IT, HR, SC, Finance and overall TSA)


  
  

 

					
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	 	  	TSA – Annex B – Appendices	  	 
	      Transition Services Agreement Schedule of Services


12.1 Appendix 1: LW Gold Application List 
  

									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application -Infrastructure	  	Carbon Black Endpoint Protection	 	TSA	 	None	 	
	Application	  	Lockout Pro Enterprise	 	TSA	 	None	 	
	Application	  	Line Events Data System (LEDS)	 	TSA	 	None	 	Pass Thru
	Application	  	AMAG Badge Security System	 	TSA	 	None	 	
	Application	  	Kronos Workforce Central v 7	 	TSA	 	Logically separate	 	
	Application	  	Kronos Workforce Central v5.1.22.808	 	TSA	 	None	 	Pass Thru
	Application	  	Kronos Enterprise - v5.0.5 (Clocks)	 	TSA	 	None	 	
	Application	  	Workday (628k/annually)	 	TSA	 	None	 	
	Application	  	Intelex	 	TSA	 	None	 	
	Application-Infrastructure	  	BMC Control-M 7.0	 	TSA	 	None	 	Fixed
	Application-Infrastructure	  	Incident Management/Remedy Service Now	 	TSA	 	None	 	
	Application-Infrastructure	  	BMC Patrol 7.6	 	TSA	 	None	 	
	Application-Infrastructure	  	BMC Analytics 4.0	 	TSA	 	None	 	
	Application	  	IBM EDI VAN replacement of GIS (Gentran Integration Suite)	 	TSA	 	None	 	
	Application	  	ExtendAg/Gradestar	 	Independent	 	None	 	
	Application	  	Decernis	 	Independent	 	None	 	


  
  

 

					
		  		  	











															
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	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Infrastructure	  	Thermal Printers	 	TSA	 	None	 	
	Application	  	ASC Trac - 8.01	 	Independent	 	None	 	
	Application	  	Salesforce.com	 	TSA	 	None	 	Pass Thru
	Application	  	LW Blacksmith	 	Independent	 	None	 	
	Application	  	Lamb Weston Brooks Internet (RPM and Intelliscribe)	 	Independent	 	None	 	
	Application	  	Milemaker- Rand McNally - v 19- Release 2Q12	 	TSA	 	None	 	Fixed
	Infrastructure	  	Apache Web Server v2.2	 	TSA	 	None	 	
	Application-Infrastructure	  	Vision	 	Independent	 	None	 	
	Application-Infrastructure	  	PCS	 	Independent	 	None	 	
	Application	  	DOMO	 	Independent	 	None	 	
	Application-Infrastructure	  	Xray	 	Independent	 	None	 	
	Application-Infrastructure	  	TN3270	 	Independent	 	None	 	
	Application	  	PVCS Version Manager	 	Independent	 	None	 	
	Application-Infrastructure	  	Libra	 	Independent	 	None	 	
	Infrastructure	  	ECS	 	Independent	 	None	 	
	Infrastructure	  	RightFax	 	TSA	 	None	 	
	 Infrastructure
	  	PrintSmart (Ricoh Printing Peak/Ryzek)	 	Independent	 	None	 	
	 Application
	  	Genesis (Centralized) 9.1	 	Independent	 	Extract Data	 	
	 Infrastructure
	  	SmartNet on DC 2.0 7Ks	 	Independent	 	None	 	
	 Application
	  	Stat-Ease Design Expert	 	Independent	 	None	 	
	Application- Infrastructure	  	LW SolidWorks Design Software	 	Independent	 	None	 	
	 Application
	  	LW LinkUP Check Printing	 	Independent	 	None	 	


  
  

 

					
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	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application-Infrastructure	  	WinZip 14.5	 	Independent	 	None	 	
	Infrastructure	  	SMS 3rd Party Network Support	 	Independent	 	None	 	
	Infrastructure	  	All Data Line & Internet Charges - AT&T	 	TSA	 	None	 	
	Infrastructure	  	Cerium	 	TSA	 	None	 	
	Application	  	LW Sales Discovery System (SDS)	 	Independent	 	None	 	
	Application	  	1 EDI source	 	Independent	 	None	 	
	Application	  	Conga	 	Independent	 	None	 	
	Application	  	BMI	 	Independent	 	None	 	
	Infrastructure	  	High Speed Scanner	 	Independent	 	None	 	
	Application	  	Maximo 7 - v7.1.18	 	Independent	 	None	 	
	Application	  	Maximo 4.1.1	 	Independent	 	None	 	
	Application	  	Minitab	 	TSA	 	None	 	
	Application	  	SAS	 	Independent	 	None	 	
	Application	  	Amphire / ITrade	 	Independent	 	None	 	
	Application	  	Mercer Pension	 	TSA	 	None	 	
	Application	  	SiteHawk MSDS Solution	 	TSA	 	Separate
Contract/License	 	Fixed
	Application	  	BPCS (Intl - Mexico)	 	TSA	 	None	 	
	Application	  	Descartes	 	Independent	 	None	 	
	Application-Infrastructure	  	Xcel	 	Independent	 	None	 	
	Application-Infrastructure	  	VSE	 	Independent	 	None	 	
	Application-Infrastructure	  	Syncsort	 	Independent	 	None	 	
	Application	  	Sample Manager v 10.0	 	TSA	 	None	 	Fixed
	Application	  	PFM (Professional Flight Management)	 	Independent	 	Extract Data	 	


  
  

 

					
		  		  	Page 37











															
	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application	  	AvTrak	 	Independent	 	Extract Data	 	
	Application	  	AutoCAD	 	Independent	 	None	 	
	Application	  	AutoCAD Factory Design Suite Ultimate	 	Independent	 	None	 	
	Application	  	AutoCAD Inventor	 	Independent	 	None	 	
	Application	  	AutoCAD LT	 	Independent	 	None	 	
	Infrastructure	  	Omaha DataCenter	 	TSA	 	None	 	
	Infrastructure	  	Oracle Database Platform Multiple	 	TSA	 	Logically separate	 	Fixed
	Application	  	SISTEM	 	TSA	 	None	 	
	Application	  	ADP (check printing)	 	TSA	 	None	 	
	Application	  	AutoCAD P&ID	 	Independent	 	None	 	
	Infrastructure	  	CoSentry Location (Tierpoint Datacenter)	 	TSA	 	None	 	
	Application	  	DS Control Point	 	TSA	 	None	 	
	Application	  	Sedgwick Via One Express	 	TSA	 	None	 	
	Application	  	W-2 Express	 	TSA	 	None	 	
	Application	  	AutoCAD Plant 3D	 	Independent	 	None	 	
	Application	  	Contract Management Database	 	TSA	 	Logically separate	 	
	Application	  	Sustainable Development Reporting Tool (aka SDRT)	 	TSA	 	None	 	
	Application	  	HCAR	 	TSA	 	None	 	
	Application	  	Behavioral Observation System (BOS) - aka Be-Safe or BTOPS	 	TSA	 	None	 	
	Application	  	HR eforms - Workflow	 	TSA	 	None	 	
	Application-Infrastructure	  	LW Portal (SharePoint for links to Café Portal links)	 	TSA	 	Follow Up	 	
	Application	  	Sterling Integrator (SI)	 	TSA	 	None	 	
	Application-Infrastructure	  	BizRights v 6.1.2.0	 	TSA	 	None	 	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application	  	Managed Service - Application	 	TSA	 	None	 	Fixed
	Infrastructure	  	Managed Service - Infrastructure	 	TSA	 	None	 	
	Infrastructure	  	Managed Service - Security	 	TSA	 	None	 	
	Application-Infrastructure	  	Corel Video Studio Pro	 	TSA	 	None	 	
	Application	  	Microsoft Dynamics AX - App	 	TSA	 	None	 	
	Application-Infrastructure	  	SharePoint 2007	 	TSA	 	None	 	
	Application-Infrastructure	  	SharePoint 2010	 	TSA	 	None	 	
	Application-Infrastructure	  	Software - Office 365	 	TSA	 	None	 	
	Infrastructure	  	LDAP/Active Directory	 	TSA	 	None	 	
	Application-Infrastructure	  	Cafe Portal	 	TSA	 	Follow Up	 	
	Application	  	SAP - Financial Accounting (FI) v6.0 EHP6	 	TSA	 	Logically separate	 	Fixed
	Application	  	ACL	 	Remove	 	None	 	
	Application	  	ADP	 	Independent	 	None	 	
	Application	  	Guardian Electronic I9	 	Independent	 	None	 	
	Application	  	DTM3 - Alarm Lock	 	Independent	 	None	 	
	Application	  	Lamb-Weston ASI	 	Independent	 	None	 	
	Application	  	Sapphire v4.3	 	Remove	 	Extract Data	 	
	Application-Infrastructure	  	TMON	 	Independent	 	None	 	
	Application	  	Avanti	 	Independent	 	None	 	
	Application-Infrastructure	  	SMS Launcher	 	Independent	 	None	 	
	Application-Infrastructure	  	BlueBeam PDF Revu	 	Independent	 	None	 	
	Application	  	Lockout Pro	 	Independent	 	None	 	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application	  	Chesapeake Unclaimed Property Compliance System	 	Remove	 	None	 	
	Application	  	Infofinder	 	Remove	 	Extract Data	 	
	Application	  	SAP - BW - Business Warehouse	 	TSA	 	Logically separate	 	
	Application	  	My Recipe - SuccessFactors	 	TSA	 	None	 	Fixed
	Application	  	SAP - ALM	 	TSA	 	None	 	
	Application	  	Attendance	 	Independent	 	none	 	
	Application	  	Bill of Materials	 	Independent	 	None	 	
	Application	  	Budgeting - Account Management System (AMS)	 	Independent	 	Testing Required	 	
	Application	  	Employee Engagement Tracking	 	Independent	 	None	 	
	Application	  	Employee Kiosk	 	Independent	 	None	 	
	Application	  	Grower Accounting	 	Independent	 	None	 	
	Application	  	Grower Portal	 	Independent	 	None	 	
	Application	  	Local HRMS/Payroll	 	Independent	 	None	 	
	Application	  	LW Earth	 	Independent	 	None	 	
	Application	  	Manifest Application Suite	 	Independent	 	None	 	
	Application	  	Overtime Signup	 	Independent	 	None	 	
	Application	  	Pack Plan	 	Independent	 	None	 	
	Application	  	Park Rapids Grade Load	 	Independent	 	None	 	
	Application	  	Park Rapids Grower Accounting	 	Independent	 	None	 	
	Application	  	Park Rapids Scale Tickets	 	Independent	 	None	 	
	Application	  	Quality Assurance Application Suite	 	Independent	 	None	 	
	Application	  	Raw Grading (Management)	 	Independent	 	None	 	
	Application	  	Shift Reporting (OEE)	 	Independent	 	None	 	
	Application	  	Taber Grading	 	Independent	 	None	 	
	Application	  	Taber Grower Accounting	 	Independent	 	None	 	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application	  	Training Tracking	 	Independent	 	None	 	
	Application	  	Unit Cost	 	Independent	 	None	 	
	Application	  	USDA Grading	 	Independent	 	None	 	
	Application	  	SAP - AP/Treasury	 	TSA	 	Logically separate	 	
	Application	  	CIR - Workflow Internally Developed	 	Remove	 	Extract Data	 	
	Application	  	Agrep / grep	 	Independent	 	None	 	
	Application	  	SAP - BOBJ Crystal Reports XI R2	 	TSA	 	Logically separate	 	
	Application	  	SAP - BOBJ Webi 4.0	 	TSA	 	Logically separate	 	
	Infrastructure	  	Continuant	 	Remove	 	None	 	
	Application	  	Corp Tax	 	Remove	 	None	 	
	Application-Infrastructure	  	Dell\Quest - Foglight/Spotlight - Performance Analysis for SQL	 	Independent	 	None	 	
	Application	  	DS Collaborate - 7.6	 	Independent	 	None	 	
	Application	  	DSFM - Demand Solutions Forecast Management - 9.7	 	Independent	 	None	 	
	Application	  	DSRP - Demand Solutions Requirements Planning - 9.7	 	Independent	 	None	 	
	Application	  	Demand Solutions Forecast Management (DSFM) and Demand Solutions Replenishment (DSRP) - v 12	 	Independent	 	None	 	
	Application	  	Enwisen OffBoarding - v1.0	 	Remove	 	None	 	
	Application	  	Enwisen OnBoarding - v4.5	 	Remove	 	None	 	
	Application	  	Enwisen Total Rewards Statement - v4.0	 	Remove	 	None	 	
	Application	  	Visual Importer	 	Independent	 	None	 	
	Application	  	Processor Link - Fidelis	 	Independent	 	None	 	
	Application	  	SAP - Business Planning & Consolidation (BPC) v 7.5	 	TSA	 	Logically separate	 	
	Application	  	Idera - SQL Admin Toolset	 	Independent	 	None	 	
	Application	  	SAP - CPM	 	TSA	 	Logically separate	 	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application	  	SAP - Data Services	 	TSA	 	Logically separate	 	
	Application	  	SAP - Linkup (Local Check Printing)	 	TSA	 	Logically separate	 	
	Application	  	SAP - MRS Multi Resource Scheduling (MRS)	 	TSA	 	None	 	
	Application	  	SAP - Project Systems/Fixed Assets	 	TSA	 	Logically Separate	 	
	Application-Infrastructure	  	Snag IT	 	Independent	 	None	 	
	Application	  	Secure File Transfer (IPSwitch ws_ftp 12 Professional)	 	Independent	 	None	 	
	Application	  	Edge Chemical Dispensor	 	Independent	 	None	 	
	Application	  	Witness Simulation Software	 	Independent	 	None	 	
	Application	  	LW Colos	 	Independent	 	None	 	
	Application	  	Markem Coders	 	Independent	 	None	 	
	Application	  	SAP - SolMan - Solution Manager	 	TSA	 	None	 	
	Application	  	Visual FoxPro	 	Independent	 	None	 	
	Application-Infrastructure	  	Microsoft Project	 	Independent	 	None	 	
	Application-Infrastructure	  	Microsoft Visio 2010	 	Independent	 	None	 	
	Application-Infrastructure	  	Microsoft Visual SourceSafe 2005	 	Independent	 	None	 	
	Application	  	SAP - TREX - NetWeaver Search and Classification	 	TSA	 	None	 	
	Application	  	Managed Service - BPCS (Intl - Mexico)	 	TSA	 	None	 	
	Application-Infrastructure	  	Software - Office 2010	 	Independent	 	None	 	
	Application-Infrastructure	  	Software - Office 2013	 	Independent	 	None	 	
	Infrastructure	  	 CONTRACTED LABOR-LW

Mainframe Support (InfoSys)
	 	TSA	 	None	 	
	Application-Infrastructure	  	SQL Server Management Studio	 	Independent	 	None	 	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application-Infrastructure	  	SSAS - SQL Server Analysis Services 2005, 2008, 2012, 2014	 	Independent	 	None	 	
	Application-Infrastructure	  	SSIS - SQL Server Integration Services 2008	 	Independent	 	None	 	
	Application-Infrastructure	  	SSRS - SQL Server Reporting Services 2008	 	Independent	 	None	 	
	Application-Infrastructure	  	Windows SharePoint Services 3.0	 	Independent	 	None	 	
	Application-Infrastructure	  	Yammer	 	Remove	 	Remove LW users	 	
	Infrastructure	  	Microsoft Azure (Lamb-China) - included in MS EA	 	Independent	 	None	 	
	Infrastructure	  	Microsoft Reporting Services (SSRS) 2008	 	Independent	 	None	 	
	Infrastructure	  	Network Cost for Infrastructure as a Service (IaaS)	 	Independent	 	None	 	
	Application	  	NetDocuments	 	Remove	 	None	 	
	Application	  	Phoenix Fuel	 	Independent	 	None	 	
	Application	  	Pentaware (PentaSuite)	 	Independent	 	None	 	
	Application	  	Ariba eProcurement	 	Remove	 	None	 	
	Application	  	Ariba eSourcing - SaaS	 	Remove	 	None	 	
	Application	  	SAP - BOBJ Dashboards 4.0	 	Remove	 	Logically separate	 	
	Application	  	SAP - Xcelsius	 	Remove	 	Logically separate	 	
	Application	  	ScheduleSoft-Lamb Weston	 	Independent	 	None	 	
	Application	  	Send Word Now	 	Remove	 	None	 	
	Application	  	Portfolio Management (Accolade)	 	Remove	 	Extract Data	 	
	Application-Infrastructure	  	Hyena	 	Remove	 	None	 	
	Application	  	SYSTRAN	 	Independent	 	None	 	
	Application	  	Tibersoft	 	Independent	 	None	 	
	Application	  	TimeTrak 10 - timekeeping & scheduling	 	Independent	 	None	 	


  
  

 

					
		  		  	Page 43











															
	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application	  	TopsPro	 	Independent	 	None	 	
	Application	  	Tugboat/SOS	 	Independent	 	None	 	
	Application	  	Dairy Comp	 	Independent	 	None	 	
	Application	  	MEI - LW	 	Independent	 	None	 	
	Application	  	Vertex Returns	 	Remove	 	None	 	
	Application	  	Vertex Sales Tax Calculator	 	Remove	 	None	 	
	Application-Infrastructure	  	VMWare Horizon Client	 	Remove	 	None	 	
	Application	  	WinShuttle	 	Remove	 	None	 	
	Application	  	XiBuy	 	Remove	 	None	 	
	Application	  	Teammate	 	Remove	 	None	 	
	Application	  	Zeus for Windows	 	Independent	 	None	 	
	Application	  	CONTRACTED LABOR-Future SAP Ecosystem Support	 	Independent	 	None	 	
	Application	  	SAP - ECC Carve Out - SLO	 	Independent	 	None	 	
	Infrastructure	  	Cloud Services	 	Independent	 	None	 	
	Infrastructure	  	Storage Compute On Prem for Future SAP Ecosystem	 	Independent	 	None	 	
	Infrastructure	  	Cloud Support for ERP - dup	 	Independent	 	None	 	
	Application	  	CONTRACTED LABOR-ASI Staff Aug/SME Legacy Support (T)	 	Independent	 	None	 	
	Application	  	CONTRACTED LABOR-LW Legacy Manufacturing Support (Bill)	 	Independent	 	None	 	
	Application	  	CONTRACTED LABOR-LW Production Support (Bill)	 	Independent	 	None	 	
	Application-Infrastructure	  	Security Implementation	 	Independent	 	None	 	
	Infrastructure	  	Help Desk - Tier Point Outsourced	 	Independent	 	None	 	
	Infrastructure	  	Network/Route/Switch/FireWall	 	Independent	 	None	 	
	Infrastructure	  	EUC (AppV, SCCM)	 	Independent	 	None	 	


  
  

 

					
		  		  	Page 44











															
	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Infrastructure	  	CONTRACTED LABOR-LW Mainframe Support (TCS)	 	Independent	 	None	 	
	Infrastructure	  	Backup Solution	 	Independent	 	None	 	
	Infrastructure	  	Storage Compute On Prem	 	Independent	 	None	 	
	Infrastructure	  	Email/O365	 	Independent	 	None	 	
	Infrastructure	  	CONTRACTED LABOR-LW Mainframe Support (Sirius)	 	Independent	 	None	 	
	Infrastructure	  	BPCS AS400 (Intl - Mexico)	 	Independent	 	None	 	
	Infrastructure	  	Servers (File/Print) (Intl-Mexico)	 	Independent	 	None	 	
	Infrastructure	  	AS400 Robot (Intl-Mexico)	 	Independent	 	None	 	
	Application	  	cVend\cMat	 	TSA	 	None	 	
	Application-Infrastructure	  	Solera DeepSee (Blue Coat SAP Appliance)	 	TSA	 	None	 	
	Application	  	Convey	 	TSA	 	None	 	Fixed
	Application	  	Enwisen - Answersource	 	TSA	 	None	 	Fixed
	Application	  	Workplace	 	TSA	 	None	 	
	Application	  	Kronos 5.2 HTML	 	TSA	 	None	 	
	Application	  	PeopleSoft HR	 	TSA	 	None	 	Fixed
	Application	  	SimplyWell	 	TSA	 	None	 	
	Application-Infrastructure	  	Dameware Mini Remote	 	TSA	 	None	 	
	Application	  	Vertex Sales Indirect Tax O Series	 	TSA	 	None	 	Fixed
	Application	  	Vertex Rate Locator 6.0.5.6.1	 	TSA	 	None	 	
	Application	  	Visier	 	TSA	 	None	 	
	Application	  	GLSU (General Ledger Spreadsheet Uploader) 4.1	 	TSA	 	Logically separate	 	Fixed
	Application	  	Quest Stat	 	Independent	 	None	 	
	Application	  	HR: Payroll - PayMatch Maintenance	 	Independent	 	None	 	
	Application	  	PTMS (Property Tax Management System)	 	Independent	 	None	 	


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application	  	Certification (aka AssureNet or CAE) 2.1.0	 	TSA	 	Logically separate	 	
	Application-Infrastructure	  	AppSense	 	TSA	 	None	 	
	Application	  	Astute ePowerCenter	 	TSA	 	Follow Up	 	Fixed
	Application-Infrastructure	  	Jabber	 	TSA	 	None	 	
	Application	  	Concur	 	TSA	 	None	 	Fixed
	Application-Infrastructure	  	Damballa Failsafe	 	TSA	 	None	 	
	Application	  	e.CaseTrack	 	TSA	 	None	 	Fixed
	Application-Infrastructure	  	Cisco Stealthwatch (Lancope Network Monitoring)	 	TSA	 	None	 	
	Application-Infrastructure	  	Cyber-Ark 9	 	TSA	 	None	 	
	Application-Infrastructure	  	FireEye HX (Mandiant host monitoring tools)	 	TSA	 	None	 	
	Application-Infrastructure	  	Firemon	 	TSA	 	None	 	
	Infrastructure	  	Web Proxying (Bluecoat) 5.4	 	TSA	 	None	 	
	Infrastructure	  	Firewalls - Palo Alto VSX R67	 	TSA	 	None	 	
	Application-Infrastructure	  	IBM QRadar	 	TSA	 	None	 	
	Application-Infrastructure	  	WebEx Audio	 	TSA	 	None	 	
	Infrastructure	  	Vendor Remote Access - RAP & Juniper for Vendor QID access	 	TSA	 	None	 	
	Application-Infrastructure	  	GigaMon Network Taps	 	TSA	 	None	 	
	Infrastructure	  	Riverbed HW Maintenance	 	TSA	 	None	 	
	Application-Infrastructure	  	Forensics Software	 	TSA	 	None	 	


  
  

 

					
		  		  	Page 46











															
	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application-Infrastructure	  	FireEye NX	 	TSA	 	None	 	
	Application-Infrastructure	  	Nessus Vulnerability	 	TSA	 	None	 	
	Application-Infrastructure	  	Resilient	 	TSA	 	None	 	
	Infrastructure	  	Load Balancers 2.14.04DL	 	TSA	 	None	 	
	Application	  	SAP - Global Trade Services (GTS)	 	TSA	 	None	 	Fixed
	Infrastructure	  	Cisco SmartNet - AV 9.3	 	TSA	 	None	 	
	Infrastructure	  	Tangoe’s Telecom Expense Management (TEM) service	 	TSA	 	None	 	
	Application	  	Lease Analysis	 	Independent	 	None	 	
	Application	  	EDIX (Intl - Mexico)	 	TSA	 	None	 	Fixed
	Application	  	AutoCAD Plant Design Suite Ultimate	 	Independent	 	None	 	
	Application	  	AutoDesk NavisWorks Freedom	 	Independent	 	None	 	
	Application-Infrastructure	  	Solarwinds	 	TSA	 	None	 	
	Application-Infrastructure	  	WebEx	 	TSA	 	None	 	
	Application-Infrastructure	  	Adobe Products	 	Independent	 	None	 	
	Infrastructure	  	AV/AVI (simple meeting rooms)	 	TSA	 	None	 	
	Application-Infrastructure	  	Cisco_Security_ELA	 	TSA	 	None	 	
	Infrastructure	  	Dell Software EA	 	TSA	 	None	 	
	Infrastructure	  	DR Mainframe (Hardware Support)	 	TSA	 	None	 	
	Infrastructure	  	Mainframe (Hardware Support)	 	TSA	 	None	 	
	Infrastructure	  	e911	 	TSA	 	None	 	
	Infrastructure	  	Intrado e911 Server	 	TSA	 	None	 	
	Infrastructure	  	Cell Phones and Cell Cards - Verizon / Sprint / AT&T/ US Cellular	 	TSA	 	None	 	


  
  

 

					
		  		  	Page 47











															
	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 


									
	LW Gold Application List	 	 	 	 	 	 
	RATIONALIZATION
	 Application Category
	  	 Application Description
	 	Day 1 Status	 	Day 1 Work	 	TSA LW Fixed/Pass Thru
	Application	  	AutoDesk Sketchbook Designer	 	Independent	 	None	 	
	Infrastructure	  	Telephony - 800, Audi Conf., LD, Local Charges Consolidated	 	TSA	 	None	 	
	Application	  	DWG TrueView	 	Independent	 	None	 	
	Infrastructure	  	Citrix	 	TSA	 	None	 	
	Infrastructure	  	Backup systems and Data Domains Symantec and EMC	 	TSA	 	None	 	
	Infrastructure	  	VMWare EA 5.5	 	TSA	 	None	 	
	Infrastructure	  	Microsoft Enterprise Agreement (added 3/3/2016)	 	TSA	 	None	 	
	Infrastructure	  	Stratix contract - RF Device Motorola MC9190 (RF devices/Motorola)	 	TSA	 	None	 	
	Infrastructure	  	APC ISX Manager	 	TSA	 	None	 	
	Infrastructure	  	All Data Line & Internet Charges - Level 3	 	Independent	 	None	 	
	Infrastructure	  	Cisco Call Manager Licenses	 	TSA	 	None	 	
	Application	  	MarkView	 	TSA	 	Logically
separate	 	Fixed
	Application	  	Supplier Express	 	TSA	 	None	 	Fixed
	Application	  	Synactive - ALM GuiXT	 	TSA	 	None	 	Fixed
	Application-Infrastructure	  	Trend OfficeScan	 	TSA	 	None	 	
	Application	  	APR spend clarity tool	 	TSA	 	None	 	Fixed

 The parties agree that this list comprising Appendix 1, while lengthy, may not be 100% complete or accurate. As such,
references to this Appendix 1 are understood to include all shared applications in use by the Business as of the six (6) month period up to and including the Distribution Date, whether or not specifically identified in this Appendix1.

  

	*	To also include shared applications used by employees in support of LW/Spinco business operations but not referenced in Appendix 1. 


  
  

 

					
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	 	  	TSA – Annex B	  	 
	      Transition Services Agreement Schedule of Services


 

 12.3 Appendix 3: IT – Labor Rate Card 

 

					
	 Resource
	  	Rate	 
	 Internal Resource
	  	 	$TBD / hr	  
	 External Resource Onshore
	  	 	$TBD / hr	  
	 External Resource Offshore
	  	 	$TBD / hr	  

 12.4 Appendix 4: IT – Incident Management/Service Request Targets and SLAs - insert InfoSys SLA / service level matrix

 The following is a list of service targets and SLAs that are implemented to aid in managing and monitoring incidents and service requests. The service
targets drive the number and type of notifications sent to support groups and management when an incident is active. All Break fix / Production Support incidents must be logged in CAG/Parents central incident management tool. 

How do service targets and SLAs work? 

There are two main types of service targets: Response and Restoration. 

 

	 	•	 	Response measures how fast an incident is accepted/acknowledged by the support group to which it is assigned. The response service target starts calculating when an incident is first assigned to a support group and
stops calculating when the incident is assigned to an individual and the status is changed to In Progress. 

  

	 	•	 	Restoration how fast an incident is resolved by the support group. The restoration service target starts calculating when an incident is first assigned to a support group and stops when the incident is resolved.


 Service targets and SLAs are based on the priority and service type of an incident and generate certain notifications to
keep support groups and the Service Desk informed on how an issue is progressing. There are three service types used in Incident Management: User Service Request, User Service Restoration, and Infrastructure Event. 

 

	 	•	 	User Service Restoration - These are break/fix issues initiated by a user 

  

	 	•	 	Infrastructure Event - These are break/fix issues that are generated by a technical system such as Patrol or Control-M. 

  

	 	•	 	User Service Request - These are requests for something new such as having new software loaded on a computer or requesting a cell phone. 


The service type assigned to an incident is identified in the service type field located on the classification tab when viewing an incident in
Remedy. 

  
  

 

					
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 The User Service Request and Infrastructure Event service types generate two service targets;
one for response and one for restoration. The User Service Request service type generates one service target for response. Each target has its own goal which is displayed in the SLM tab. The goal is based on the priority of the incident which is
outlined in detail below. 
 What Communications do Service Targets and SLAs Drive? 

Service targets drive several communications in the form of pages and email depending on the priority. The specifics for each target are
outlined in detail below. 
 Priority Weight Matrix 

Priority is based on a selection of impact and urgency. The CAG/Parent determines and has the final determination of the severity of the
incident, i.e. Critical/High/Medium/Low. The below weight matrix is administered behind the scenes in Remedy to enable the 5 base service targets: 
  

													
	 	  	 Impact

	Priority Weight	  	 Excessive/Widespread
	  	 Significant/Large
	  	 Moderate/Limited
	  	 Minor/Localized

	 Matrix
	  	 100
	  	 9
	  	 7
	  	 1

	 Urgency
	 	Critical	  	100	  	Critical	  	High	  	High	  	High
	 	High	  	50	  	Critical	  	High	  	High	  	High
	 	Medium	  	10	  	Critical	  	Medium	  	Medium	  	Medium
	 	Low	  	0	  	Critical	  	Low	  	Low	  	Low

 Service Level Matrix 

The Acknowledgement Response Time SLA represents the contractual commitment. Acknowledgement Response Time Expectations and the Service
Restoration Expectations are considered a measure of user satisfaction. While these measures are not defined as measurable SLAs, the standard of performance is to be consistent with the six months up to and including the Spin. 

 

							
	 Assigned Priority Level
	  	 Acknowledgement Response

Time SLA
	  	 Service Restoration Expectations
	  	 Priority Definition

				
	 Critical
	  	 100% within
 20 minutes 24x7
	  	2 hours 24x7	  	Significant operational business impact is already realized and immediate resolution is required to minimize effect of the incident
				
	 High
	  	 100% within
 40 minutes 24x7
	  	4 hours 24x7	  	Business impact is imminent within 1-2 hours and expeditious resolution is required to avoid affecting business operations


  
  

 

					
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	 Assigned Priority Level
	  	 Acknowledgement Response

Time SLA
	  	 Service Restoration Expectations
	  	 Priority Definition

				
	 Medium
	  	 100% within
 4 hours 24x7
	  	8 hours 24x7	  	Business impact is probable within 2-8 hours
				
	 Low
	  	 100% within
 4 hours (M-F, 8-5pm)
	  	24 hours (M-F, 8-5pm)	  	Significant impact is unlikely to result within the next 8-24 hours. The issue should be addressed during normal business hours
				
	 Service Requests
	  	 100% within
 8 hours (M-F, 8-5pm)
	  	90% completed successfully by mutually agreed upon date	  	


  
  

 

					
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 12.5 Appendix 5: TSA Governance 

Services defined in this TSA shall be governed by a joint LW/Spinco and CAG/Parent Program Management Office. The TSA Board will be led by designated LW/Spinco
and CAG/Parent resources that will collaboratively facilitate the governance process. 
 The TSA Governance Board will: 

 

	 	•	 	Meet regularly (Biweekly initially) 

  

	 	•	 	Review scorecard of agreed upon metrics through the duration of the TSA 

  

	 	•	 	Serve as a point of escalation regarding services outlined in the schedule of services 

  

	 	•	 	Review TSA exit plans 

  

	 	•	 	Jointly review, approve and prioritize work requests 

  

	 	•	 	Resolve resource constraints in support approved work 

 Parties will define in Transition Planning escalation
protocols to ensure material issues are visible and satisfactorily resolved in a timely manner in accordance with service level agreements. 

  
  

 

					
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