EXHIBIT
10.27


RESTRICTED STOCK UNIT AGREEMENT

CONAGRA FOODS 2006 STOCK PLAN


This Restricted Stock Unit
Agreement, 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
Restricted Stock Units (“RSUs”, and each such unit an “RSU”) to the Participant
under the ConAgra Foods 2006 Stock Plan (the “Plan”), as follows:


Participant:


Employee ID:


Number of RSUs:


Date of Grant:


Vesting
Schedule:  [as applicable:
* Subject to early settlement upon termination as provided in Paragraph 2]


% Vested                               Vesting
Date                         Settlement
Date[*]


Dividends:   Dividend
equivalents on an RSU will [as applicable: be paid to the Participant when regular,
cash dividends are declared and paid on the Company’s Common Stock / be
accumulated for the benefit of the Participant and paid to the Participant upon
settlement of an RSU as regular, cash dividends are declared and paid on the
Company’s Common Stock  / not be paid or
accumulated].


IN WITNESS WHEREOF, the Company
and the Participant have caused this Agreement to be executed effective as of
the date first written above. The Company and the Participant acknowledge that
this Agreement includes five pages including the first page. The Participant
acknowledges reading and agreeing to all five pages 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.


	
  CONAGRA FOODS, INC.

  	
   

  	
   

  	
  PARTICIPANT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  	
   

  	
   

  	
   

  	
  Date

  
									



 



 73
 








 


2.             RSU Settlement.   (a)  Subject to the Plan and this Agreement, if
the Participant has been in Continuous Employment with the Company through a
Settlement Date (as set forth in the schedule on Page 1), then the Company will
issue to Participant one share of Company common stock (“Common Stock”) on the
Settlement Date for each RSU subject to such Settlement Date.   [as
applicable: Notwithstanding the foregoing, if the
Participant’s Continuous Employment should terminate not for cause after a
Vesting Date (as set forth in the schedule on Page 1), but prior to the related
Settlement Date, the Company will issue shares of Common Stock following the
termination of employment in settlement of the RSUs that have vested as of the
date of termination of employment, and such date of termination of employment
shall be the Settlement Date for all purposes hereunder (this feature referred
to herein as “Prorated Vesting”).]  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 RSUs
granted pursuant to this Agreement shall become 100% vested and the Settlement
Date shall be a date no later than thirty (30) days after the qualifying event,
subject to any deferral on payment required by Section 409A of the Internal
Revenue Code or other applicable law.


(b)           Participant
Representation.   As a condition to settlement of any RSUs,
the Company may require the Participant to make any representation and warranty
to the Company as may be required by any applicable law or regulation.  All RSUs shall be settled no later than
thirty (30) days after the occurrence of the payment event set forth herein,
subject to any deferral on payment required by Section 409A of the Internal
Revenue Code or other applicable law.


(c)           Payment of Taxes Upon
Settlement.   As
a condition of the issuance of shares of Common Stock upon settlement of RSUs
hereunder, the Participant agrees to remit to the Company at the time of
settlement any taxes required to be withheld by the Company under Federal,
state or local law as a result of the settlement of the RSUs.   As a condition of the issuance of shares of
Common Stock upon settlement of RSUs hereunder, the Participant agrees that the
Company will deduct from the total shares vested a sufficient number of shares
to satisfy the minimum statutory withholding amount permissible.


(d)           Cancellation of RSUs.   Except
as set forth in Paragraph 2(a) in the case of death or Normal Retirement [as applicable: or Prorated Vesting],
upon the Participant’s termination of employment, RSU’s for which a Settlement
Date has not occurred shall immediately be forfeited without further
consideration to the Participant. 
Additionally, in the event Participant is terminated for cause prior to
the Settlement Date, all 


 



 74
 








 


RSUs, whether vested or unvested, shall be immediately
forfeited without further consideration to the Participant.


3.             Non-Transferability
of RSUs.   The RSUs 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 RSUs by using puts, calls or similar financial techniques.  The RSUs subject to this Agreement may be
settled during the lifetime of the Participant only with the Participant.  The terms of this Agreement shall be binding
upon the beneficiaries, executors, administrators, heirs, successors and
assigns (“Successors”) of the Participant.


4.             Stock Subject to
the RSUs.   The Company will not be required to issue or
deliver any certificate or certificates for shares to be issued hereunder until
such shares have been listed (or authorized for listing upon official notice of
issuance) upon each stock exchange on which outstanding shares of the same
class are then listed and until the Company has taken such steps as may, in the
opinion of counsel for the Company, be required by law and applicable
regulations, including the rules and regulations of the Securities and Exchange
Commission, and state securities laws and regulations, in connection with the
issuance of such shares, and the listing of such shares on each such
exchange.  The Company will use its best
efforts to comply with any such requirements.


5.             Rights as
Stockholder.   The Participant or his/her Successors shall
have no rights as a stockholder with respect to any shares covered by this
Agreement until the Participant or his/her Successors shall have become the
beneficial owner of such shares, and, except as provided in Section 6 of this
Agreement, no adjustment shall be made for dividends or distributions or other
rights in respect of such shares for which the record date is prior to the date
on which the Participant or his/her Successors shall have become the beneficial
owner thereof.


6.             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 settlement of the RSUs.  In the event of a “Change of 


 



 75
 








 


Control” (as defined in the Plan) all of the RSUs
shall become immediately vested as provided pursuant to Section 12.5 of the
Plan.


7.             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, Nebraska,
Attention Corporate Compensation.  Each
notice to the Participant or any other person or persons entitled to shares
issuable upon settlement of the RSUs 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 giving notice to the effect.


8.             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.


9.             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.


10.           Section 409A
Compliance.   This Agreement is intended to comply with
Section 409A of the Internal Revenue Code and any regulations or notices
provided thereunder.  The Company
reserves the unilateral right to amend this Agreement on written notice to the
Participant in order to comply with such section.


11.           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.


12.           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, 


 



 76
 








 


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].


 



 77