exv10w2






Exhibit 10.2



AMENDMENTS TO OFFER LETTER OF BRIAN KECK




     Brian Keck (“Keck”) and ConAgra Foods, Inc. hereby agree to amend the offer letter (“Offer
Letter”) issued to Keck on August 27, 2010, as follows:




	 	1.	 	“Termination of employment” as used in the Offer Letter shall mean “separation
from service” within the meaning of Internal Revenue Code section 409A (“409A”).
	 
	 	2.	 	The parties agree that the 104 week severance term referenced in paragraph 10
of the Offer Letter shall be paid as salary continuation and not in a lump sum payment,
commencing with the next regular payroll date following the termination of employment (but
not later than thirty (30) days following the termination), and continuing thereafter on
each regular payroll payment date (but not less frequently than monthly) and at the rate of
salary in effect at termination.
	 
	 	3.	 	The Offer Letter shall be interpreted not to permit a delay in severance
payments while a release is obtained from Keck, but either failing to timely sign and
return the release or revoking the release will result in forfeiture of the severance pay.
	 
	 	4.	 	The following paragraph shall be added to the Offer Letter: “For purposes of
section 409A of the Internal Revenue Code (“409A”), you understand that you are a Key
Employee as defined by 409A(a)(2)(B)(i) for the current 12 month period. Accordingly, upon
your separation from service as defined by 409A, you may be identified as a Key Employee
for the then applicable 12 month period. If you are, any portion of your severance pay
covered by 409A and payable within six months of your separation from service date (if any)
shall have its payment delayed until six months following the separation from service date.
Any amounts that have been subject to this six month delay will be paid to you on the
first pay day following the end of the six month period (in addition to the amount
otherwise payable on that pay day).”





Agreed & Accepted:




	 	 	 

	/s/ Brian Keck

	 	12/20/2010
	 

	 	 
	Brian Keck

	 	Date
	 
	 	 
	/s/ Gary Rodkin

	 	12/20/2010
	 

	 	 
	Gary Rodkin, on behalf of ConAgra Foods, Inc.

	 	Date






44









 






Personal & Confidential




Mr. Brian Keck

1116 Shepard Oaks Drive

Wildwood, MO 63038



Dear Brian:



It is my pleasure to offer you the position of Executive Vice President and Chief Administrative
Officer, ConAgra Foods, Inc. This position will report to me and be based in Omaha with a start
date of September 7, 2010. The details of this offer are as follows:





	 	1)	 	Annual Salary: $525,000.00, payable bi-weekly at a rate of $20,192.30.
	 
	 	2)	 	Annual Incentive: You will participate in the ConAgra Foods Management Incentive Plan
in FY2011, which began on May 31, 2010, and in future years, in accordance with the plan’s
provisions. Your incentive opportunity will be targeted at 100% of your annual base
salary. If the plan objectives are met, then you will be eligible to receive a full year
bonus award for FY2011, payable following the conclusion of FY2011 at the same time as
earned awards are paid to other senior executives, in accordance with the plan’s provisions
(excluding those related to proration of awards for plan participation of less than a full
fiscal year). Participation will be in the version of the plan linked 100% to
total-company profit before tax performance. You will receive a copy of the plan document.
	 
	 	3)	 	Long Term Senior Management Incentive Program: Beginning in FY2011, you will
participate in the company’s long term senior management incentive program.






	 	a.	 	You will receive a grant of 32,000 performance shares (at target) for
the FY2011 through FY2013 cycle of the Performance Share Plan, under and subject to
the ConAgra Foods, Inc. 2009 Stock Plan, ConAgra Foods, Inc. 2008 Performance Share
Plan and the operational rules adopted by the Human Resources Committee of the
Board for the FY2011 through FY2013 cycle of the program.




45









 












	 	 	 	The award will be paid out, if earned, in shares of stock following the conclusion
of FY2013 at the same time as earned awards are paid to other senior executives.
	 
	 	b.	 	You will receive a grant of 160,000 non-qualified stock options, under
and subject to the ConAgra Foods, Inc. 2009 Stock Plan and the option award
agreement provided. The options will vest 40% on the first anniversary of the date
of grant and 30% on each of the second and third anniversaries of the date of grant
so that the award will be fully vested on the third anniversary of the date of
grant. The exercise price of the options will be equal to the closing market price
of the company’s common stock on the NYSE on the date of the grant. The date of
grant will be the first trading day of the month following the commencement of your
employment.






	 	4)	 	Restricted Stock Units: You will receive a grant of 40,000 restricted stock units,
under and subject to the ConAgra Foods, Inc. 2009 Stock Plan and the RSU award agreement
provided. These restricted stock units will fully vest on the third anniversary of the
date of grant, except as provided below in Section 10 and in the award agreement. The date
of grant will be the first trading day of the month following the commencement of your
employment.
	 
	 	5)	 	Qualified Retirement Benefits: You will be eligible to participate in the qualified
ConAgra Foods Pension Plan for Salaried Employees (the “Qualified Pension”) and the ConAgra
Foods, Inc. Retirement Income Savings Plan, according to plan provisions.
	 
	 	6)	 	Non-Qualified Retirement Benefits: You will be eligible to participate in the ConAgra
Foods, Inc. Non-Qualified Retirement Income Savings Plan, according to plan provisions.
	 
	 	7)	 	Sign —On: You will receive $100,000.00, less required withholdings, within 30 days of
your start date. If prior to September 7, 2012 you are terminated by the company for
“Cause,” or terminate your own employment without either “Good Reason” or the consent of
the Board of Directors or its Human Resources Committee, you agree to repay to the company
$65,000.00 within 30 days of such separation.
	 
	 	8)	 	Vacation: You will be eligible for four (4) weeks of vacation per year.
	 
	 	9)	 	Relocation Package: You will be eligible for the ConAgra Foods Executive Relocation
Program, which includes a lump sum Transition Support Payment of $20,000.00. That




46









 






	 	 	 	payment is considered compensation and appropriate taxes will be withheld. However, this
payment will be tax assisted (grossed-up). Attachment A outlines the details of this
program.






	 	10)	 	Severance Provision: If you are terminated by the company for reasons other than
“Cause” or a change in control, or if you terminate your employment within 45 days of the
occurrence of “Good Reason”:






	 	a.	 	as part of a severance agreement and waiver of claims with the company,
you will be offered 104 weeks of salary continuation; and
	 
	 	b.	 	options vested at your time of separation will remain exercisable for
the shorter of three years post termination or the original term of the option; and
	 
	 	c.	 	if unvested, the restricted stock units referenced in Section 4 of this
letter will vest one-third for each full year of service you have completed.






	 	11)	 	Change in Control: You will be a signatory to the company’s standard Change of Control
Agreement with benefits payable at three times your salary and bonus.
	 
	 	12)	 	Retirement with Approval of the Board: If you retire from the company with the consent
of the Board of Directors or its Human Resources Committee prior to being vested in the
Qualified Pension, options vested at the time of your separation will remain exercisable
for the shorter of three years post separation or the original term of the option.
	 
	 	13)	 	Employee Benefits: Your salary will be supplemented with the benefit package offered
to employees and executives at your level. In addition, you will be subject to no waiting
period on health and welfare plans in which you can participate, and the waiting period for
full coverage under the company’s short term disability plan shall be waived.
	 
	 	14)	 	Stock Ownership Requirement: You will be subject to the company’s stock ownership
policy for senior executives as adopted by the Human Resources Committee of the Board of
Directors from time to time.
	 
	 	15)	 	Contingency: This offer is contingent upon the successful completion of our
pre-employment drug and background screening required for executives, you executing the
company’s standard employee agreements related to insider trading, confidentiality and




47









 






	 	 	 	non-solicitation matters, and you providing proof that you are authorized to work in the
United States.






	 	16)	 	Definitions: As used herein:






	 	a.	 	“Good Reason” means (i) you are no longer reporting to the CEO or
Chairman of the Board, (ii) there has been a significant contraction of your duties
(as set forth on Attachment B) not at your own direction, (iii) your base salary or
annual incentive target as identified herein has been reduced, or (iv) your primary
office has moved to a location other than Omaha, Nebraska.
	 
	 	b.	 	“Cause” shall mean (i) action by you involving willful malfeasance in
connection with your employment having a material adverse effect on the Company,
(ii) substantial and continuing refusal by you in willful breach of your obligation
to perform the duties ordinarily performed by an executive occupying your position,
which refusal has a material adverse effect on the Company, or (iii) you being
convicted of a felony or misdemeanor involving moral turpitude under the laws of
the United States, any state, and/or any city.




I look forward to your favorable response, which you can indicate by signing and returning a copy
of this letter.



Sincerely,




/s/ Gary
Rodkin 
Gary Rodkin

Chief Executive Officer

ConAgra Foods, Inc.



Enclosures:



Summary of Executive Relocation Program

CAO Position Responsibilities

Form of Option Agreement

Form of RSU Agreement










48









 








Offer Acceptance



I accept this offer of employment. In so doing, I understand and agree that my employment with
ConAgra Foods is at will, that I am not employed for any specified duration, and that my employment
may be terminated by myself, or ConAgra Foods at any time, with or without cause and with or
without notice.




	 	 	 

	/s/ Brian Keck

	 	8/28/2010
	 
	 	 
	Signature

	 	Date
	Brian Keck
	 	 







	cc:  	 	Rob Sharpe
Colleen Batcheler




49









 











Exhibit B




Chief Administrative Officer



Position Responsibilities


Overall leadership for the following staff functions:





	 	•	 	Human Resources (operations HR, compensation, benefits, diversity and inclusion,
organization development and staffing)
	 
	 	•	 	Real Estate and Facilities (which includes relocation and corporate security)
	 
	 	•	 	Internal and External Communications (excluding brand PR)
	 
	 	•	 	Corporate Affairs




Serve as primary staff support for the Human Resources Committee of the Board of Directors.



Member of the CEO’s senior leadership team.





50