EXHIBIT 10.25


 


STOCK OPTION
AGREEMENT FOR EMPLOYEES


CONAGRA FOODS 2006 STOCK PLAN


This Stock Option
Agreement, hereinafter referred to as the “Option” or the “Agreement” is made
on the         day of
              ,
200  , between ConAgra Foods, Inc., a Delaware Corporation (the “Company”)
and the Optionee.


1.             Grant of Option.  The Company hereby grants an Option on shares
of the Company’s common stock (“Common Stock”) to the Optionee under the
ConAgra Foods 2006 Stock Plan (the “Plan”), as follows:


Optionee:


Employee ID:


Number of Shares:


Exercise Price Per Share:         $


Date of Grant:


Type of Option: 
Non-statutory


The options will
vest and become exercisable as follows:




	
  # Shares

  	
   

  	
  % Vested

  	
   

  	
  Vest Date

  	
   

  	
  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


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

  	
   

  	
   

  	
   

  	
  OPTIONEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date

  	
   

  	
   

  	
   

  	
  Date

  
								




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2.             Exercise of Option.  (a) This Option shall be vested and
exercisable in installments as set forth in the schedule on the first page of
this Agreement.  Each vested portion of
this Option shall be exercisable from the applicable Vest Date and ending on
the applicable Expiration Date, all in accordance with the terms of this
Agreement and Plan.  If the Optionee
shall die while employed by the Company, or a subsidiary thereof, or if the
Optionee terminates employment with the Company, or a subsidiary thereof, upon
Normal Retirement, this Option shall become 100% vested and exercisable.


(b)           Right to Exercise.  This Option shall be exercisable until and
through the Expiration Date of the Option, by the Optionee (provided that in no
event shall any provision of this Section 2(b) extend the term of the option
beyond the Expiration Date set forth on the first page):


(i)            while
the Optionee is in Continuous Employment with the Company;


(ii)           for
a period ending 90 days after the Optionee’s Continuous Employment terminates
for any reason other than Early Retirement, Normal Retirement or death.  The Option may be exercised as to the portion
of the Option that is vested at the time termination of employment occurs;


(iii)          for
a period ending three (3) years after the Optionee’s  Early Retirement from Continuous Employment
with the Company; however, the Company, at the sole and absolute discretion of
the Committee, may shorten or eliminate such period.  The Option may be exercised as to the portion
of the Option that is vested at the time Early Retirement occurs;


(iv)          for
a period ending three (3) years after the Optionee’s Normal Retirement from
Continuous Employment with the Company; and


(v)           for
a period of three (3) years after date of death (by the estate of the Optionee)
if the Optionee should die while in the Continuous Employment of the Company.


(c)           Method of
Exercise.  This Option shall be exercisable by
a notice which shall state the election to exercise the Option, identify the
portion of the Option being exercised and be accompanied by such additional
information and documents as the Company in its discretion may prescribe. The
purchase price of any shares with respect to which the Option is being
exercised shall be paid by one or any combination of the following: check, wire
transfer, certified or cashier’s check, delivery of shares of Common Stock of
the Company at fair market value in accordance with Section 6.4 of the Plan, or
(subject to the provisions of any insider trading agreement that may be in
place between the Optionee and the Company) by irrevocably authorizing a third
party to sell shares of Common Stock (or a sufficient portion thereof) acquired
upon exercise of the Option and remitting to the Company a sufficient portion
of the sale proceeds to pay both the entire exercise price and amounts owed
under Section 2(e) of this Agreement.


(d)           Restrictions on
Exercise.  As a condition to exercise of this
Option, the Company may require the person exercising this Option to make any
representation and warranty to the Company as may be required by any applicable
law or regulation.


(e)           Payment
of Taxes Upon Exercise. 
As a condition of the issuance of shares of Common Stock upon exercise
hereunder, the Optionee agrees to remit to the Company at the time of exercise
of this Option any taxes required to be withheld by the Company under Federal,
state or local law as a result of the exercise. 
The Optionee may instruct the Company to make an appropriate reduction
of the number of shares to be delivered to the Optionee upon exercise in order
to satisfy the minimum statutory withholding amount permissible.



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 (f)  Cancellation of Option.  Upon
the Optionee’s termination of employment, any unvested portion of the Option
shall immediately cancel and any vested portion of the Option not exercised
during the exercise period set forth in Paragraph 2(b) shall be cancelled at the
end of the exercise period.


3.             Non-Transferability of Option.  This Option 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 Optionee enter into any transaction for
the purpose of, or which has the effect of, reducing the market risk of holding
the option by using puts, calls or similar financial techniques.  This Option may be exercised during the
lifetime of the Optionee only by the Optionee. 
The terms of this Option shall be binding upon the beneficiaries,
executors, administrators, heirs, successors and assigns (“Successors”) of the
Optionee.


4.             Stock Subject to the Option.  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
or sale 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 Optionee or his/her Successors shall have
no rights as a stockholder with respect to any shares covered by this Option
until the Optionee 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 Optionee 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 Option and adjustment in the per share Option Price, provided,
however, that no 



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fractional share shall be issued upon subsequent
exercise of the Option and the aggregate price paid shall be appropriately
reduced on account of any fractional share not issued. The provisions of
Section 12.5 of the Plan related to any “Change of Control” (as defined in the
Plan) are applicable to this Agreement.


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 Optionee or any other person or
persons entitled to exercise the Option shall be addressed to the Optionee’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.


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 Optionee and
all rights granted to the Company under this Agreement shall be binding upon
the Optionee’s Successors.  This
Agreement shall be the sole and exclusive source of any and all rights which
the Optionee, 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.          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 Optionee under this Agreement without the
Optionee’s consent.


11.           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 



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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 [applicable age, 65 or 62 to be inserted].


(c)           Early Retirement.  Early Retirement shall mean the Optionee is
(a) at least age 55, and (b) has at least ten years of vesting or credited
service with the Company.



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