EXHIBIT 10.6


 


THE CONAGRA 1990 STOCK
PLAN


 


ARTICLE I


 


NAME AND PURPOSE


 


1.1           NAME.
The name of the plan shall be The ConAgra 1990 Stock Plan (“Plan”).


 


1.2                                 PURPOSE.
The purpose of the Plan is to enable Employees and Directors to share in the
growth and prosperity of the Company by encouraging stock ownership by
Employees and Directors and to assist the Company to obtain and retain key
management personnel. Incentive Stock Options, Nonqualified Stock Options,
Restricted Shares, bargain stock, Stock Appreciation Rights, bonuses of Company
Stock and other types of stock awards and cash may be granted under this Plan.


 


ARTICLE II


 


DEFINITIONS


 


2.1           “Board”
means the Board of Directors of the Company.


 


2.2                                 “Code”
means the Internal Revenue Code of 1986, as amended.


 


2.3                                 “Committee”
shall mean the Compensation Committee of the Board.


 


2.4                                 “Company”
means ConAgra, Inc., a Delaware corporation.


 


2.5                                 “Company
Stock” means shares of common stock issued by the Company.


 


2.6                                 “Director”
means any person who is a member of the Board.


 


2.7                                 “Employee”
means any person employed by the Employer or a Subsidiary.


 


2.8                                 “Employer”
means the Company.


 


2.9                                 “Incentive
Stock Option” means any option granted to a Participant under the Plan, which
the Committee intends at the time it is granted, to be an incentive stock
option within the meaning of Section 422A of the Code.


 


2.10                           “Nonqualified
Stock Option” means any stock option granted under the Plan which is not an
Incentive Stock Option.


 


2.11                           “Optionee”
is any Employee who is granted options under the Plan.


 


2.12                           “Participant”
shall mean any Employee or Director who meets the requirements for
Participation in the Plan as described in Article III.


 


2.13                           “Qualifying
Stock” means Company Stock which has been owned by the Employee for at least
six months prior to the date of exercise and has not been used in a
stock-for-stock swap transaction within the preceding six months.


 


2.14                           “Subsidiary”
means a corporation which is a “subsidiary corporation” as defined in section
425 of the Code.


 


118





















 


EXHIBIT 10.6


 


ARTICLE III


 


ELIGIBILITY AND
PARTICIPATION


 


3.1                                 ELIGIBILITY.
Every Employee and Director shall be eligible to become a Participant in the
Plan.


 


3.2                                 PARTICIPATION.
The Employees who shall participate in the Plan and thereby be eligible to
receive awards shall be such key Employees and Directors as the Committee shall
select from time to time. The Committee shall determine the number of and the
combination of stock options, restricted stock, stock appreciation rights and
other stock awards granted.


 


3.3                                 DIRECTOR
PARTICIPATION. Non-Employee Directors shall be granted annually a Nonqualified
Stock Option for 3,000 shares of Company Stock. In addition, Non-Employee
Directors shall be granted annually 600 shares of Company Stock; such shares
shall be issued without cost to each Non-Employee Director from the Company’s
treasury shares.


 


The Nonqualified Stock Options and shares of Company
Stock described in this Section 3.3 shall be granted each year immediately
following the annual stockholders’ meeting of the Company. The Nonqualified
Stock Options and shares of Company Stock shall be granted to those persons who
are Directors immediately following such meeting. Directors are not eligible to
receive any other Benefit under the Plan.


 


The number of shares referred to in this Section 3.3
shall be properly adjusted if the number of issued shares shall be increased or
reduced by change in par value, combination, split-up, reclassification,
distribution of a dividend payable in stock, or the like.


 


ARTICLE IV


 


TYPES OF BENEFITS


 


Benefits under the Plan (“Benefits”)
may be granted in any one or any combination of (a) Incentive Stock Options;
(b) Nonqualified Stock Options; (c) stock appreciation rights; (d) restricted
stock awards; (e) bargain purchase of common stock; (f) bonuses of common
stock; (g) any other form of stock benefit; or (h) cash.


 


Without limiting the
Committee’s authority, the Committee may: (a) make the grant of Benefits
conditional upon an election by a Participant to defer payment of a portion of
his salary; (b) give a Participant a choice between two Benefits or combination
of Benefits; (c) award Benefits in the alternative so that acceptance of or
exercise of one Benefit cancels the right of a Participant to another; and (d)
award Benefits in any combination or combinations and subject to any condition
or conditions consistent with, the terms of the Plan that the Committee in its
sole discretion may determine.


 


ARTICLE V


 


SHARES SUBJECT TO
PLAN


 


The total number of
shares for which options may be granted under this Plan shall not exceed in the
aggregate 6,000,000 shares; provided, if the merger of the Company and Beatrice
Company, as reflected in the Agreement and Plan of Merger dated as of June 7,
1990, is consummated, such aggregate number shall be 7,200,000 shares. This
number shall be appropriately adjusted if the number of issued shares shall be
increased or reduced by change in par value, combination, split-up,
reclassification, distribution of a dividend payable in


 


119





















 


EXHIBIT 10.6


 


stock, or the like. The shares issued under the Plan
may be authorized and unissued shares or treasury shares.


 


In the event that any
outstanding option, restricted stock or other Benefit issued pursuant to the
Plan shall expire or terminate, the shares allocable to the unexercised or
forfeited portion of such Benefit may again be subject to an award under the
Plan. In addition, any shares which are used for the full or partial payment of
the purchase price (or applicable withholding taxes) for shares with respect to
which an option is exercised may again be used for an award under the Plan.


 


ARTICLE VI


 


OPTIONS


 


The Committee from time
to time may grant Incentive Stock Options and Nonqualified Stock Options. Each
option agreement between the Company and the Participant shall be in such form
and shall contain such provisions as the Committee from time to time shall deem
appropriate. Option agreements need not be identical. The option agreements
shall specify whether or not an option is an Incentive Stock Option.


 


The terms of Incentive
Stock Options granted shall include the following:


 


(a)           The
option price shall be fixed by the Committee in good faith, but in no event be
less than 100% of the fair market value of the shares subject to the option on
the date the option is granted.


 


(b)           The
Committee shall fix the term or duration of all Incentive Stock Options issued
under this Plan provided that such term shall not exceed ten years after the
date on which the option was granted and shall not extend beyond the Optionee’s
employment with the Company.  The
Committee shall also set the date or dates on, or after which, each option may
be exercised.


 


(c)           The
aggregate fair market value, determined as of the time the Incentive Stock
Option is granted, of the stock which may become exercisable for the first time
by any Employee during any calendar year shall not exceed $100,000.


 


(d)           Each
Incentive Stock Option agreement (and amendments) shall contain such terms and
provisions, consistent with the requirements of this Plan, as the Committee in
its discretion shall determine, including without limitation such terms and
provisions as shall be requisite to cause the options to qualify as Incentive
Stock Options.


 


Options and similar
Benefits (including Stock Appreciation Rights) shall not be transferable
otherwise than by will or the laws of descent and distribution, and during the
Participant’s lifetime, such a Benefit shall be exercisable only by the
Participant.


 


Notwithstanding any other
provisions of the Plan, no Incentive Stock Option shall be granted to an
Employee who, at the time the option is granted, owns stock representing more
than ten percent of the total combined voting power of all classes of stock of
the Employer. This stock ownership limitation will not apply if the option
price is at least 110 percent of the fair market value (at the time the option
is granted) of the stock subject to the option, and the option by its terms is
not exercisable more than five years from the date it is granted.


 


The Committee may grant a
replacement option (a “Replacement Option”) to any Employee who exercises all
or part of an option granted under this Plan


 


120





















 


EXHIBIT 10.6


 


using Qualifying Stock as payment for the purchase
price. A Replacement Option shall grant to the Employee the right to purchase,
at the fair market value as of the date of said exercise and grant, the number
of shares of stock equal to the sum of the number of whole shares (i) used by
the Employee in payment of the purchase price for the option which was
exercised and (ii) used by the Employee in connection with applicable
withholding taxes on such transaction. A Replacement Option may not be
exercised for six months following the date of grant, and shall expire on the
same date as the option which it replaces.


 


ARTICLE VII


 


RESTRICTED SHARES


 


The Committee from time
to time may award restricted shares (“Restricted Shares”) to any Participant in
the Plan. Each Participant who is awarded Restricted Shares shall enter into an
agreement with the Company in a form specified by the Committee agreeing to the
terms and conditions of the award and such other matters consistent with the
Plan as the Committee in its sole discretion shall determine.


 


Restricted Shares awarded
to Participants may not be sold, transferred, pledged or otherwise encumbered
during the restricted period commencing on the date of the award and ending at
such later date as the Committee may designate at the time of the award. The
Participant shall have the entire beneficial ownership and all rights and
privileges of a shareholder with respect to Restricted Shares awarded to him,
including the right to receive dividends and the right to vote such Restricted
Shares.


 


The Committee may provide
any other terms or conditions with regard to Restricted Shares that it deems
appropriate. Restricted Shares and agreements related thereto need not be
identical.


 


ARTICLE VIII


 


STOCK APPRECIATION
RIGHTS


 


The Committee from time
to time may grant stock appreciation rights (“Stock Appreciation Rights”) to
any Participant in the Plan. A Stock Appreciation Right shall be evidenced by a
stock appreciation right agreement between the Company and the Participant,
which shall contain such terms and conditions consistent with the Plan as the
Committee from time to time shall deem appropriate.


 


A Stock Appreciation
Right may be satisfied by the Company in cash or in shares of common stock of
the Company, as determined by the Committee. The agreement may limit the
maximum amount of appreciation taken into account under a Stock Appreciation
Right.


 


A Stock Appreciation
Right may be granted in conjunction with an Incentive Stock Option, a
Nonqualified Stock Option, Restricted Shares or any other award hereunder. At
the discretion of the Committee, a Stock Appreciation Right may be exercisable
only to the extent that a related award is exercisable and only upon surrender
of a related award. In the event of the exercise of a Stock Appreciation Right
the exercise of which is conditioned upon surrender of a related award, the
number of shares that may be issued under this Plan shall be reduced by the
number of shares covered by the award or portion thereof surrendered.


 


The Committee may provide
any other terms or conditions with regard to Stock Appreciation Rights that it
deems appropriate. Stock Appreciation Rights and agreements related thereto
need not be identical.


 


121





















 


EXHIBIT 10.6


 


ARTICLE IX


 


OTHER AWARDS


 


The Committee may grant
any other cash, stock or stock-related awards to a Participant under this Plan
that the Committee deems appropriate, including, but not limited to, the
bargain purchase of Company Stock and stock bonuses. Any such Benefits and any
related agreements shall contain such terms and conditions as the Committee
deems appropriate. Such awards and agreements need not be identical. With
respect to any Benefit under which shares of Company Stock are or may in the
future be issued (other than shares issued from the Company’s treasury) for
consideration other than prior services, the amount of such consideration shall
either (i) be equal to the amount (such as the par value of such shares)
required to be received by the Company in order to comply with applicable state
law or (ii) be equal to or greater than 50% of the fair market value of such
shares on the date of grant.


 


ARTICLE X


 


ADMINISTRATION


 


The Plan shall be
administered by the Committee. A majority vote of the Committee at which a
quorum is present, or acts reduced to or approved in writing by a majority of
the members of the Committee, shall be the valid acts of the Committee for the
purposes of this Plan.


 


The Committee shall have
plenary authority in its discretion, but subject to the express provisions of
the Plan, to determine the terms of all Benefits granted under the Plan
including, without limitation, the purchase price, if any, the Employees to whom,
and the time or times at which Benefits shall be granted, when an option can be
exercised, or Restricted Shares, Stock Appreciation Rights and other Benefits
become forfeitable, and whether in whole or in installments, and the number of
shares covered by a Benefit; and to interpret the Plan and to make all other
determinations deemed advisable for the administration of the Plan. All
determinations of the Committee shall be made by not less than a majority of
its members. The Committee may designate Employees of the Company to assist the
Committee in the administration of the Plan and may grant authority to such
persons to execute option agreements or other documents on behalf of the
Committee.


 


Payment in full for the
number of shares purchased under any Benefit, including an option, shall be
made to the Company at the time of such exercise. The Committee, in its
discretion, may provide that any Benefit by its terms may permit a Participant
to elect, subject to Committee approval, any of the following alternative
settlement methods: (i) cash equal to the excess of the value of one share over
the option or purchase price times the number of shares as to which the award
is exercised; (ii) the number of full shares having an aggregate value not
greater than the cash amount calculated under alternative (i); (iii) any
combination of cash and stock having an aggregate value not greater than the
cash amount calculated under alternative (i). For purposes of determining an
alternative settlement, the value per share shall be determined under the same
method as used to determine the option price in the case of stock options.


 


Payment for such shares
shall be made in cash, or with the consent of the Committee, in shares of the
Company’s common stock, or a combination thereof.


 


The interpretation and
construction by the Committee of any provisions of the Plan or of any benefit
granted under it shall be final. No member of the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
benefit granted under it.


 


122





















 


EXHIBIT 10.6


 


ARTICLE XI


 


ADJUSTMENT UPON
CHANGES OF STOCK


 


If any change is made on
the shares of common stock of the Company by reason of any merger, consolidation,
reorganization, recapitalization, stock dividend, split up, combination of
shares, exchange of shares, change in corporate structure, or otherwise,
appropriate adjustments shall be made by the Committee to the kind and maximum
number of shares subject to the Plan and the kind and number of shares and
price per share of stock subject to each outstanding Benefit. No fractional
shares of stock shall be issued under the Plan on account of any such
adjustment, and rights to shares always shall be limited after such an
adjustment to the lower full share.


 


ARTICLE XII


 


MISCELLANEOUS


 


12.1                           CONTINUATION
OF EMPLOYMENT. Neither this Plan nor any Benefit granted hereunder shall confer
upon any Employee any right to continue in the employment of the Company or
limit in any respect the right of the Company to terminate his employment at
any time.


 


12.2                           ADMINISTRATION.
The Committee may make such rules and regulations and establish such procedures
as it deems appropriate for the administration of the Plan. In the event of a
disagreement as to the interpretation of the Plan or any amendment hereto or
any rule, regulation or procedure thereunder or as to any right or obligation
arising from or related to the Plan, the decision of the Committee shall be
final and binding.


 


12.3                           WITHHOLDING.
The Company shall have the right to withhold with respect to any payments made
to Participants under the Plan any taxes required by law to be withheld because
of such payments. With respect to any such withholding:


 


(a)           Each
Participant shall take whatever action that the Committee deems appropriate to
comply with the law regarding withholding of federal, state and local taxes.


 


(b)           When a
Participant is obligated to pay to the Company an amount required to be
withheld under applicable income tax laws in connection with a Benefit, the
Committee may, in its discretion and subject to such rules as it may adopt,
permit the Participant to satisfy this obligation, in whole or in part, either
(i) by having the Company withhold from the shares to be issued upon the
exercise of an option or a stock appreciation right or upon the receipt of a
Benefit, shares having a fair market value that would satisfy the withholding
amount due or (ii) by delivering to the Company already-owned shares to satisfy
the withholding amount.


 


12.4                           EFFECTIVE
DATE. This Plan is effective on July 12, 1990 (“Effective Date”). Benefits
hereunder may be granted at any time subject to the limitations contained
within the Plan. No Company Stock may be issued unless the Plan is approved by
a vote of the holders of a majority of the outstanding shares of the Company’s
common stock at a meeting of the stockholders of the Company held within twelve
months following the Effective Date.


 


ARTICLE XIII


 


AMENDMENT,
TERMINATION AND CHANGE IN CONTROL


 


123





















 


EXHIBIT 10.6


 


13.1                           AMENDMENT.
The Board may amend the Plan from time to time as it deems desirable and shall
make any amendments which may be required so that options intended to be
Incentive Stock Options shall at all times continue to be Incentive Stock
Options for the purposes of the Code; PROVIDED, HOWEVER, the Plan may not be
amended to change the number of shares subject to the Plan or decrease the
price at which options may be granted.


 


13.2                           TERMINATION
OF PLAN. The Board may in its discretion Terminate the Plan at any time, but no
such termination shall deprive Participants of their rights under outstanding
Benefits. Notwithstanding the preceding sentence, no Incentive Stock Options
may be granted pursuant to the Plan later than ten years after the date the
Plan is adopted or the date the Plan is approved by the shareholders of the
Company, whichever is earlier.


 


13.3                           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.
Following such a Change of Control, the Committee shall grant the request of
any Employee to pay for shares purchased under any Benefit by using an
alternative settlement method described in the third paragraph of Article X.
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 Securities Exchange
Act of 1934 (the “Exchange 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 Exchange 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 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 Agreement, 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.


 


124





















 


EXHIBIT 10.6


 


FIRST AMENDMENT TO THE CONAGRA 1990 STOCK PLAN


 


The ConAgra 1990 Stock
Plan (the “Plan”), was approved by ConAgra stockholders on September 27, 1990.
The Plan is hereby amended by deleting in its entirety the last sentence of
Article V. The deleted sentence currently reads as follows:


 


In addition, any shares which are used for the full or
partial payment of the purchase price (or applicable withholding taxes) for
shares with respect to which an option is exercised may again be used for an
award under the Plan.


 


125





















 


EXHIBIT 10.6


 


SECOND AMENDMENT


 


TO THE


 


CONAGRA 1990 STOCK PLAN


 


Effective January 1,
1993, The ConAgra 1990 Stock Plan (“Plan”) is amended, as follows:


 


ARTICLE I


 


Section 2.14 of the Plan
is amended to read, as follows:


 


“2.14 “Subsidiary” means
any corporation which is a “subsidiary corporation” as defined in Section 425
of the Code and any corporation, partnership, joint venture or other entity
which is, directly or indirectly, at least 25% owned by the Company.”


 


ARTICLE II


 


Article VI of the Plan is
amended by the addition thereto of the following paragraph:


 


“Notwithstanding any other provisions of the Plan, an
Incentive Stock Option may only be granted to Employees who are employed by the
Company or by a Subsidiary which is a “subsidiary corporation” as defined in
Section 425 of the Code.”


 


126