EXHIBIT 10.7


 


CONAGRA 1995 STOCK PLAN


 


SECTION 1


 


NAME AND PURPOSE


 


1.1  Name.    The name of the plan shall be the ConAgra
1995 Stock Plan (the “Plan”).


 


1.2.  Purpose of Plan. The purpose of the Plan is to
foster and promote the long-term financial success of the Company and increase
stockholder value by (a) motivating superior performance by means of stock
incentives, (b) encouraging and providing for the acquisition of an ownership
interest in the Company by Employees and (c) enabling the Company to attract
and retain the services of a management team responsible for the long-term
financial success of the Company.


 


SECTION 2


 


DEFINITIONS


 


2.1  Definitions. Whenever used herein, the
following terms shall have the respective meanings set forth below:


 


(a)           “Act” means the Securities Exchange
Act of 1934, as amended.


 


(b)           “Award” means any Option, Stock
Appreciation Right, Restricted Stock, Stock Bonus, or any combination thereof,
including Awards combining two or more types of Awards in a single grant.


 


(c)           “Board” means the Board of Directors
of the Company.


 


(d)           “Code” means the Internal Revenue
Code of 1986, as amended.


 


(e)           “Committee” means the Human Resources
Committee of the Board, which shall consist of two or more members, each of
whom shall be a “disinterested person” within the meaning of Rule 16b-3 as
promulgated under the Act.


 


(f)            “Company” means ConAgra, Inc., a
Delaware corporation (and any successor thereto) and its Subsidiaries.


 


(g)           “Director Award” means an award of
Stock and an award of a Nonstatutory Stock Option granted to each Eligible
Director pursuant to Section 7.1 without any action by the Board or the
Committee.


 


(h)           “Eligible Director” means a person
who is serving as a member of the Board and who is not an Employee.


 


(i)            “Employee” means any employee of the
Company or any of its Subsidiaries.


 


(j)            “Fair Market Value” means, on any
date, the closing price of the Stock as reported on the New York Stock Exchange
(or on such other recognized market or quotation system on which the trading
prices of the Stock are traded or quoted at the relevant time) on such
date.  In the event that there are no
Stock transactions reported on such exchange (or such other system) on such
date, Fair Market Value shall mean the closing price on the immediately
preceding date on which Stock transactions were so reported.


 


(k)           “Option” means the right to purchase
Stock at a stated price for a specified period of time. For purposes of the
Plan, an Option may be either


 


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EXHIBIT 10.7


 


(i) an Incentive Stock Option within the meaning of
Section 422 of the Code or (ii) a Nonstatutory Stock Option.


 


(l)            “Participant” means any Employee
designated by the Committee to participate in the Plan.


 


(m)          “Plan” means the ConAgra 1995 Stock
Plan, as in effect from time to time.


 


(n)           “Restricted Stock” shall mean a share
of Stock granted to a Participant subject to such restrictions as the Committee
may determine.


 


(o)           “Stock” means the Common Stock of the
Company, par value $5.00 per share.


 


(p)           “Stock Appreciation Right” means the
right, subject to such terms and conditions as the Committee may determine, to
receive an amount in cash or Stock, as determined by the Committee, equal to
the excess of (i) the Fair Market Value, as of the date such Stock Appreciation
Right is exercised, of the number shares of Stock covered by the Stock
Appreciation Right being exercised over (ii) the aggregate exercise price of
such Stock Appreciation Right.


 


(q)           “Stock Bonus” means the grant of
Stock as compensation from the Company, which may be in lieu of cash
compensation otherwise receivable by the Participant or in addition to such
cash compensation, and includes stock issued for service awards and other
Employee recognition programs.


 


(r)            “Subsidiary” means any corporation,
partnership, joint venture or other entity in which the Company owns, directly
or indirectly, 25% or more of the voting power or of the capital interest or
profits interest of such entity.


 


2.2  Gender and Number. Except when otherwise
indicated by the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the plural, and the
plural shall include the singular.


 


SECTION 3


 


ELIGIBILITY AND PARTICIPATION


 


Except as otherwise
provided in Section 7.1, the only persons eligible to participate in the Plan
shall be those Employees selected by the Committee as Participants.


 


SECTION 4


 


POWERS OF THE COMMITTEE


 


4.1  Power to Grant. The Committee shall determine
the Participants to whom Awards shall be granted, the type or types of Awards
to be granted, and the terms and conditions of any and all such Awards. The
Committee may establish different terms and conditions for different types of
Awards, for different Participants receiving the same type of Awards, and for
the same Participant for each Award such Participant may receive, whether or
not granted at different times.


 


4.2  Administration. The Committee shall be
responsible for the administration of the Plan. The Committee, by majority
action thereof, is authorized to prescribe, amend, and rescind rules and
regulations relating to


 


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EXHIBIT 10.7


 


the Plan, to provide for conditions deemed necessary
or advisable to protect the interests of the Company, and to make all other
determinations necessary or advisable for the administration and interpretation
of the Plan in order to carry out its provisions and purposes. Determinations,
interpretations, or other actions made or taken by the Committee pursuant to
the provisions of the Plan shall be final, binding, and conclusive for all
purposes and upon all persons. Notwithstanding anything else contained in the
Plan to the contrary, neither the Committee nor the Board shall have any
discretion regarding whether an Eligible Director receives a Director Award
pursuant to Section 7.1 or regarding the terms of any such Director Award,
including, without limitation, the number of shares subject to any such
Director Award.


 


SECTION 5


 


STOCK SUBJECT TO PLAN


 


5.1  Number. Subject to the provisions of Section
5.3, the number of shares of Stock subject to Awards (including Director
Awards) under the Plan may not exceed 11,000,000 shares of Stock. The shares to
be delivered under the Plan may consist, in whole or in part, of treasury Stock
or authorized but unissued Stock, not reserved for any other purpose. The
maximum number of shares of Stock with respect to which Awards may be granted
to any one Employee under the Plan is 10% of the aggregate number of shares of
Stock available for Awards under Section 5.1.


 


5.2  Cancelled, Terminated or Forfeited Awards. Any
shares of Stock subject to an Award which for any reason are cancelled,
terminated or otherwise settled without the issuance of any Stock shall again
be available for Awards under the Plan.


 


5.3  Adjustment in Capitalization. In the event of
any Stock dividend or 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 other similar corporate change, (i) the aggregate number of shares
of Stock available for Awards under Section 5.1 and (ii) the number of shares
and exercise price with respect to Options and the number, prices and dollar
value of other Awards, may be appropriately adjusted by the Committee, whose
determination shall be conclusive. If, pursuant to the preceding sentence, an
adjustment is made to the number of shares of Stock authorized for issuance
under the Plan, a corresponding adjustment shall be made to the number of
shares subject to each Director Award thereafter granted pursuant to Section
7.1.


 


SECTION 6


 


STOCK OPTIONS


 


6.1  Grant of Options. Options may be granted to
Participants at such time or times as shall be determined by the Committee.
Options granted under the Plan may be of two types: (i) Incentive Stock Options
and (ii) Nonstatutory Stock Options. The Committee shall have complete
discretion in determining the number of Options, if any, to be granted to a
Participant. Each Option shall be evidenced by an Option agreement that shall
specify the type of Option granted, the exercise price, the duration of the
Option, the number of shares of Stock to which the Option pertains, the
exercisability (if any) of the Option in the event of death, retirement,
disability or termination of employment, and such other terms and conditions
not inconsistent with the Plan as the Committee shall determine.


 


6.2  Option Price. Nonstatutory Stock Options and
Incentive Stock Options granted pursuant to the Plan shall have an exercise
price which is not less than the Fair Market Value on the date the Option is
granted.


 


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EXHIBIT 10.7


 


6.3  Exercise of Options. Options awarded to a
Participant under the Plan shall be exercisable at such times and shall be
subject to such restrictions and conditions as the Committee may impose,
subject to the Committee’s right to accelerate the exercisability of such
Option in its discretion. Notwithstanding the foregoing, no Option shall be
exercisable for more than ten years after the date on which it is granted.


 


6.4  Payment. The Committee shall establish
procedures governing the exercise of Options, which shall require that written
notice of exercise be given and that the Option price be paid in full in cash
or cash equivalents, including by personal check, at the time of exercise or
pursuant to any arrangement that the Committee shall approve. The Committee
may, in its discretion, permit a Participant to make payment (i) in Stock
already owned by the Participant valued at its Fair Market Value on the date of
exercise (if such Stock has been owned by the Participant for at least six
months) or (ii) by electing to have the Company retain Stock which would
otherwise be issued on exercise of the Option, valued at its Fair Market Value
on the date of exercise. As soon as practicable after receipt of a written
exercise notice and full payment of the exercise price, the Company shall
deliver to the Participant a certificate or certificates representing the
acquired shares of Stock.


 


6.5  Incentive Stock Options. Notwithstanding
anything in the Plan to the contrary, no term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as to
disqualify the Plan under Section 422 of the Code, or, without the consent of
any Participant affected thereby, to cause any Incentive Stock Option
previously granted to fail to qualify for the Federal income tax treatment
afforded under Section 421 of the Code. In furtherance of the foregoing, (i)
the aggregate Fair Market Value of shares of Stock (determined at the time of
grant of each Option) with respect to which Incentive Stock Options are
exercisable for the first time by an Employee during any calendar year shall
not exceed $100,000 or such other amount as may be required by the Code, (ii)
an Incentive Stock Option may not be exercised more than three months following
termination of employment (except as the Committee may otherwise determine in
the event of death or disability), and (iii) if the Employee receiving an
Incentive Stock Option owns Stock possessing more than 10% of the total
combined voting power of all classes of Stock of the Company, the exercise
price of the Option shall be at least 110% of Fair Market Value and the Option
shall not be exercisable after the expiration of five years from the date of
grant. An Incentive Stock Option may be granted only to Employees who are
employed by the Company or a “subsidiary corporation” as defined in Section 425
of the Code.


 


SECTION 7


 


DIRECTOR AWARDS


 


7.1  Amount of Award. Each Eligible Director shall
receive annually (i) a grant of a Nonstatutory Stock Option for 4,500 shares of
Stock and (ii) a grant of 900 shares of Stock from the Company’s treasury
shares. Such grants shall be made each year immediately following the annual
meeting of Company stockholders to those persons who are Eligible Directors
immediately following such meeting.


 


7.2  No Other Awards.  An Eligible Director shall not receive any
other Award under the Plan.


 


SECTION 8


 


STOCK APPRECIATION RIGHTS


 


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EXHIBIT 10.7


 


8.1  SAR’s In Tandem with Options. Stock
Appreciation Rights may be granted to Participants in tandem with any Option
granted under the Plan, either at or after the time of the grant of such
Option, subject to such terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine. Each Stock
Appreciation Right shall only be exercisable to the extent that the
corresponding Option is exercisable, and shall terminate upon termination or
exercise of the corresponding Option. Upon the exercise of any Stock
Appreciation Right, the corresponding Option shall terminate.


 


8.2  Other Stock Appreciation Rights. Stock
Appreciation Rights may also be granted to Participants separately from any Option,
subject to such terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine.


 


SECTION 9


 


RESTRICTED STOCK


 


9.1  Grant of Restricted Stock. The Committee may
grant Restricted Stock to Participants at such times and in such amounts, and
subject to such other terms and conditions not inconsistent with the Plan as it
shall determine. Each grant of Restricted Stock shall be subject to such
restrictions, which may relate to continued employment with the Company, performance
of the Company, or other restrictions, as the Committee may determine. Each
grant of Restricted Stock shall be evidenced by a written agreement setting
forth the terms of such Award.


 


9.2  Removal of Restrictions. The Committee may
accelerate or waive such restrictions in whole or in part at any time in its
discretion.


 


SECTION 10


 


STOCK BONUSES


 


10.1  Grant of Stock Bonuses. The Committee may
grant a Stock Bonus to a Participant at such times and in such amounts, and
subject to such other terms and conditions not inconsistent with the Plan, as
it shall determine.


 


10.2  Effect on Compensation. The Committee may from
time to time grant a Stock Bonus in lieu of salary or cash bonuses otherwise
payable to a Participant.


 


SECTION 11


 


AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN


 


11.1  General. The Board may from time to time
amend, modify or terminate any or all of the provisions of the Plan, subject to
the provisions of this Section 11.1. The Board may not change the Plan in a
manner which would prevent outstanding Incentive Stock Options granted under
the Plan from being Incentive Stock Options without the consent of the
optionees concerned. Furthermore, the Board may not make any amendment which
would (i) materially modify the requirements for participation in the Plan,
(ii) increase the number of shares of Stock subject to Awards under the Plan
pursuant to Section 5.1, or (iii) make any other amendments which would cause
the Plan not to comply with Rule 16b-3 under the Act, in each case without the
approval of the Company’s stockholders. No amendment or modification shall
affect the rights of any Employee with respect to a previously granted Award,
nor shall any amendment or modification affect the rights of any Eligible
Director pursuant to a previously granted Director Award.


 


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EXHIBIT 10.7


 


11.2  Termination of Plan. No further Options shall
be granted under the Plan subsequent to September 30, 2005, or such earlier
date as may be determined by the Board.


 


SECTION 12


 


MISCELLANEOUS PROVISIONS


 


12.1  Nontransferability of Awards. No Awards
granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution; provided, the Committee may grant Options which are
transferable, without payment of consideration, to immediate family members of
the Participant or to trusts or partnerships for such family members, with any
such transferee subject to all conditions of the Option. Subject to the
preceding sentence, all rights with respect to Awards granted to a Participant
under the Plan shall be exercisable during the Participant’s lifetime only by
such Participant and all rights with respect to any Director Awards granted to
an Eligible Director shall be exercisable during the Director’s lifetime only
by such Eligible Director.


 


12.2  Beneficiary Designation. Each Participant
under the Plan may from time to time name any beneficiary or beneficiaries (who
may be named contingent or successively) to whom any benefit under the Plan is
to be paid or by whom any right under the Plan is to be exercised in case of
his death. Each designation will revoke all prior designations by the same
Participant shall be in a form prescribed by the Committee, and will be
effective only when filed in writing with the Committee. In the absence of any
such designation, Awards outstanding at death may be exercised by the
Participant’s surviving spouse, if any, or otherwise by his estate.


 


12.3  No Guarantee of Employment or Participation.
Nothing in the Plan shall interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant’s employment at any
time, nor confer upon any Participant any right to continue in the employ of
the Company or any Subsidiary. No Employee shall have a right to be selected as
a Participant, or, having been so selected, to receive any future Awards.


 


12.4  Tax Withholding. The Company shall have the
power to withhold, or require a Participant or Eligible Director to remit to
the Company, an amount sufficient to satisfy federal, state, and local
withholding tax requirements on any Award under the Plan, and the Company may
defer issuance of Stock until such requirements are satisfied. The Committee
may, in its discretion, permit a Participant to elect, subject to such
conditions as the Committee shall impose, (i) to have shares of Stock otherwise
issuable under the Plan withheld by the Company or (ii) to deliver to the Company
previously acquired shares of Stock, in each case having a Fair Market Value
sufficient to satisfy all or part of the Participant’s estimated total federal,
state and local tax obligation associated with the transaction.


 


12.5  Change of Control. On the date of a Change of
Control (as herein defined), all outstanding Options and Stock Appreciation
Rights shall become immediately exercisable and all restrictions with respect
to Restricted Stock shall lapse. Change of Control shall mean:


 


(a)           The acquisition (other than from the
Company) by any person, entity or “group,” within the meaning of Section
13(d)(3) or 14(d)(2) of the Act (excluding, for this purpose, the Company or
its subsidiaries, or any employee benefit plan of the Company or its
subsidiaries which acquires beneficial ownership of voting securities of the
Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Act) of 30% or more of either


 


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EXHIBIT 10.7


 


the then outstanding shares of common stock or the
combined voting power of the Company’s then outstanding voting securities
entitled to vote generally in the election of directors; or


 


(b)           Individuals who, as of the date
hereof, constitute the Board (as of the date hereof the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to the date hereof whose
election, or nomination for the election by the Company’s stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be, for purposes of this Plan, considered as though such
person were a member of the Incumbent Board; or


 


(c)           Approval by the stockholders of the
Company of a reorganization, merger or consolidation, in each case, with
respect to which persons who were the stockholders of the Company immediately
prior to such reorganization, merger or consolidation do not, immediately
thereafter, own more than 50% of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated company’s then outstanding voting securities, or a liquidation or
dissolution of the Company or of the sale of all or substantially all of the
assets of the Company.


 


12.6  Company Intent. The Company intends that the
Plan comply in all respects with Rule 16b-3 under the Act, and any ambiguities
or inconsistencies in the construction of the Plan shall be interpreted to give
effect to such intention.


 


12.7  Requirements of Law. The granting of Awards
and the issuance of shares of Stock shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or
securities exchanges as may be required.


 


12.8  Effective Date. The Plan shall be effective
upon its adoption by the Board subject to approval by the Company’s
stockholders at the 1995 annual stockholders’ meeting.


 


12.9  Governing Law. The Plan, and all agreements
hereunder, shall be construed in accordance with and governed by the laws of
the State of Delaware.


 


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