EXHIBIT
10.26


RESTRICTED STOCK AWARD

CONAGRA FOODS 2006 STOCK PLAN


This Restricted Stock Award,
hereinafter referred to as the “Agreement” is made on the ___ day of
_____________, 200_, between ConAgra Foods, Inc., a Delaware Corporation (the “Company”)
and the undersigned [as applicable:
employee/consultant] of the Company (“Participant”).


1.             Award Grant.   The Company hereby grants an
award of ________ shares of Common Stock of the Company, par value $5.00 per
share, subject to the restrictions and other conditions set forth herein (the “Restricted
Shares”), to the Participant under the ConAgra Foods 2006 Stock Plan (the “Plan”),
as follows:


Participant:


Employee ID:


Number of Restricted Shares:


Date of Grant:


2.             Plan
Provisions.   Participant acknowledges that this Agreement
is subject to the terms of the Plan, and that in the event of any conflict
between the terms of this Agreement and the terms of the Plan, the Plan shall
control.  Capitalized terms used herein
without definition have the meaning set forth in the Plan.


3.             Restrictions.   Restricted Shares that have not
vested may not be assigned, transferred, pledged or hypothecated in any manner
(otherwise than by will or the laws of descent or distribution) nor may the Participant enter into any
transaction for the purpose of, or which has the effect of, reducing the market
risk of holding the Restricted Shares by using puts, calls or similar financial
techniques.  Restricted Shares
that have not vested shall be subject to forfeiture as provided in Section 6. The terms of this Agreement shall be binding upon
the beneficiaries, executors, administrators, heirs, successors and assigns (“Successors”)
of the Participant.


4.             Book Entry Account.   Within a reasonable time after
the Date of Grant, the Company shall instruct its transfer agent to establish a
book entry account representing the Restricted Shares in the Participant’s
name, effective as of the Date of Grant. 
The Company shall retain control of such account until the Restricted
Shares have become vested in accordance with this Agreement.


 



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5.             Vesting.   The
Restricted Shares shall vest and the restrictions on transfer set forth in
Paragraph 3 shall lapse in accordance with the vesting provisions set forth on Attachment
A.  If the Participant shall die while employed by
the Company, or a subsidiary thereof, or if Participant terminates employment
with the Company, or a subsidiary thereof, upon Normal Retirement, all
Restricted Shares granted pursuant to this Agreement shall become 100% vested.


6.             Forfeiture.   Except as set forth in Paragraph 5 in the case of
death or Normal Retirement, upon the Participant’s termination of employment,
unvested Restricted Shares shall immediately be forfeited without further
consideration to the Participant.


7.             Stockholder Rights.   Upon the
effective date of the book entry pursuant to Section 4, Participant shall have
all of the rights of a stockholder with respect to the Restricted Shares,
including the right to vote the shares and to receive all dividends or other
distributions paid or made available with respect to such shares.
Notwithstanding the foregoing, any stock dividends or other in-kind dividends
or distributions shall be held by the Company until the related Restricted
Shares have become vested in accordance with this Agreement and shall remain
subject to the forfeiture provisions applicable to the Restricted Shares to
which such dividends or distributions relate.


8.             Payment of
Taxes Upon Settlement.   Participant
agrees to remit to the Company all applicable Federal, state and local taxes
which the Company is required to withhold at any time with respect to the
Restricted Shares.  Participant agrees
that the Company will reduce the total shares then vesting under this Agreement
a sufficient number of shares to satisfy the minimum statutory withholding
amount permissible.


9.             Adjustments Upon Changes in Capitalization; Change in
Control.   In the event of any Common Stock dividend or
Common Stock split, recapitalization (including, without limitation, the
payment of an extraordinary dividend), merger, consolidation, combination,
spin-off, distribution of assets to stockholders, exchange of shares or similar
corporate transaction or event involving the Company, the Committee shall make
equitable adjustment in the number of shares subject to this Agreement,
provided, however, that no fractional share shall be issued upon subsequent
vesting of the Restricted Shares.  In the
event of a “Change of Control” (as defined in the Plan) all of the Restricted
Shares shall become immediately vested as provided pursuant to Section 12.5
of the Plan.


10.           Notices.   Each
notice relating to this Agreement shall be deemed to have been given on the
date it is received.  Each notice to the
Company shall be addressed to its principal office in Omaha, 


 



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Nebraska, Attention Corporate Compensation.  Each notice to the Participant or any other
person or persons entitled to shares transferable upon vesting of the
Restricted Shares shall be addressed to the Participant’s address and may be in
written or electronic form.  Anyone to
whom a notice may be given under this Agreement may designate a new address by
notice to the effect.


11.           Benefits of Agreement.   This
Agreement shall inure to the benefit of and be binding upon each successor of
the Company.  All obligations imposed
upon the Participant and all rights granted to the Company under this Agreement
shall be binding upon the Participant’s Successors.  This Agreement shall be the sole and
exclusive source of any and all rights which the Participant, his heirs and
legal representatives or Successors may have in respect to the Plan or this
Agreement.


12.           Resolution of
Disputes.   Any dispute or disagreement which should arise
under or as a result of or in any way related to the interpretation,
construction or application of this Agreement will be determined by the
Committee.  Any determination made
hereunder shall be final, binding and conclusive for all purposes.  This Agreement and the legal relations
between the parties hereto shall be governed by and construed in accordance
with the laws of the state of Delaware.


13.           Amendment.   Any
amendment to the Plan shall be deemed to be an amendment to this Agreement to
the extent that the amendment is applicable hereto; provided, however, that no
amendment shall adversely affect the rights of the Participant under this
Agreement without the Participant’s consent.


14.           Definitions.


(a)           Continuous Employment
with the Company.   Continuous Employment with the Company
shall mean the absence of any interruption or termination of employment by the
Company or any parent or subsidiary of the Company which now exists or
hereafter is organized or acquired by the Company.  Continuous Employment shall not be considered
interrupted in the case of sick leave, long term disability, military leave or
any other leave of absence approved by the Company or in the case of transfers
between payroll locations of the Company or between the Company, its parent or
subsidiaries or its successor.


(b)           Normal Retirement.   Normal
Retirement shall mean terminating employment with the Company or its
subsidiaries on or after attaining age [applicable
age, 65 or 62 to be inserted].


 



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IN WITNESS WHEREOF, the Company
and the Participant have caused this Agreement to be executed effective as of
the date first written above.


	
  CONAGRA FOODS, INC.

  	
   

  	
   

  	
  PARTICIPANT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  	
   

  	
   

  	
   

  	
  Date

  
									



 


 



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Attachment A


Vesting Schedule


The vesting of the Restricted Shares subject to this
Agreement shall be determined based on the following schedule:


[Insert Vesting Schedule (e.g., time based /
performance hurdles to be achieved)]


 



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