EXHIBIT 10.8


 


CONAGRA 2000 STOCK PLAN


 


NAME AND PURPOSE


 


1.1      NAME.
The name of the plan shall be the ConAgra 2000 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 granted under the Plan, 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 “non-employee director” 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  (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 


 


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EXHIBIT 10.8


 


participate in the Plan.


 


(m)
“Plan” means the ConAgra 2000 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 in lieu
of cash salary or bonuses otherwise payable to the Participant and stock issued
for service awards and other similar 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 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,


 


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EXHIBIT 10.8


 


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 30,000,000 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. A maximum of 10% of
shares of Stock available for issuance under the Plan may be issued as
Restricted Stock and Stock Bonuses.


 


5.2           CANCELLED, TERMINATED, FORFEITED OR
SURRENDERED 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. In the event that
any Award is exercised through the delivery of Stock or in the event that
withholding tax liabilities arising from such Award are satisfied by the
withholding of Stock by the Company, the number of shares available for Awards
under the Plan shall be increased by the number of shares so surrendered or
withheld.


 


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 transaction or event, (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, shall 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. Options may
also be granted in replacement of or upon assumption of options previously issued
by companies acquired by the Company by merger or stock purchase, and any


 


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EXHIBIT 10.8


 


options so replaced or assumed may have the same terms
including exercise price as the options so replaced or assumed.


 


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.


 


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) by
tendering, by either actual delivery of shares or by attestation, shares of 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. The Committee may permit a Participant to elect to pay the exercise
price upon the exercise of an Option by irrevocably authorizing a third party
to sell shares of stock (or a sufficient portion of the shares) acquired upon
the exercise of the Option and remit to the Company a sufficient portion of the
sale proceeds to pay the entire exercise price and any required tax withholding
resulting from such exercise.


 


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.


 


SECTION 7


 


DIRECTOR AWARDS


 


7.1      AMOUNT OF AWARD. Each Eligible Director
shall receive annually (i) a grant of a Nonstatutory Stock Option for 9,000
shares of Stock and (ii) a grant of 1,800 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 10.8


 


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. Such stock bonuses shall only be granted in lieu of cash
compensation otherwise payable to an employee.


 


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 written 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) change the minimum exercise price for stock
options as provided in Section 6.2, in each case without the approval of a
majority of the outstanding shares of Stock entitled to vote thereon. 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


 


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EXHIBIT 10.8


 


the rights of any Eligible Director
pursuant to a previously granted Director Award, without the written consent of
the Employee or Eligible Director.


 


11.2    TERMINATION OF PLAN. No further Options
shall be granted under the Plan subsequent to September 30, 2010, or such
earlier date as may be determined by the Board.


 


SECTION 12


 


MISCELLANEOUS PROVISIONS


 


12.1    NONTRANSFERABILITY OF AWARDS. Except as
otherwise provided by the Committee, 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.


 


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 any acquisition or holding by (i)
the Company or its subsidiaries (ii) 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 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


 


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EXHIBIT 10.8


 


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, in which
the Company is not the surviving entity and 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    AGREEMENTS WITH COMPANY. An Award under the
Plan shall be subject to such terms and conditions, not inconsistent with the
Plan, as the Committee may, in its sole discretion, prescribe. The terms and
conditions of any Award to any Participant shall be reflected in such form of
written document as is determined by the Committee or its designee.


 


12.7    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.


 


12.8    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.


 


12.9    EFFECTIVE DATE. The Plan shall be effective
upon its adoption by the Board subject to approval by the Company’s
stockholders at the 2000 annual stockholders’ meeting.


 


12.10  GOVERNING LAW. The Plan, and all agreements
hereunder, shall be construed in accordance with and governed by the laws of
the State of Delaware.


 


AMENDMENT NO. 1 TO THE


 


CONAGRA 2000 STOCK PLAN


 


Effective May 6,
2004, Section 5.2 of the ConAgra 2000 Stock Plan is amended and restated in its
entirety to read as follows:


 


“5.2  Cancelled, Terminated, Forfeited or
Surrendered 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.  In the event that any
Award is exercised through the delivery of Stock or in the event that
withholding tax liabilities arising from such Award are satisfied by the
withholding of Stock by the Company, the number of shares available for Awards
under the Plan shall be increased by the number of shares so surrendered or
withheld.  Notwithstanding the
immediately preceding sentence, the number of shares available for Awards under
the Plan shall not be increased by the number of any previously issued shares
surrendered in connection with the exercise of an Award or in connection with
the tax withholding for an Award, more than ten years after the date of the
most recent shareholder approval of the Plan.”


 


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