exv10w3









Exhibit 10.3




December 4, 2009




Mr. Pete Perez

c/o ConAgra Foods, Inc.

One ConAgra Drive

Omaha, NE 68102





			
	     Re:	 	Transition and Severance Agreement





Dear Pete:



This transition and severance agreement (“Agreement”) confirms our discussions regarding your
transition period and departure from the company, which transition began October 30, 2009, and will
continue through December 31, 2009 (“Transition Period”). You ceased being an Executive Officer as
of October 30, 2009, and your last day of employment with ConAgra Foods, Inc. is expected to be
December 31, 2009. Your termination date will be the earlier of (i) the time your employment with
ConAgra Foods terminates, whether voluntary or involuntary, or (ii) December 31, 2009 (“Termination
Date”). To accept this Agreement, you must execute it on December 31, 2009, at which time this
Agreement will become effective (the “Effective Date”), unless you revoke the Agreement within the
Revocation Period described below, in which case the Agreement will not be effective and you will
not receive the consideration offered herein.




Transition Duties and Agreements



1. Employee’s Duties: During the Transition Period, you will receive objectives and duties
directly from Rob Sharpe. It is expected that your performance, which includes adherence to the
Operating Principles, remains satisfactory. However, this Agreement is not a contract of
employment nor does it restrict ConAgra Foods’ right to discharge you during the term of the
Agreement. At all times, you remain an at will employee.



2. Benefits: During the Transition Period, you will continue to receive all health, welfare, and
retirement benefits, subject to plan provisions, available to executives of ConAgra Foods, and you
will continue normal vesting in all retirement programs in which you have participated, through
December 31, 2009.



3. Base Salary: During the Transition Period, your base salary will remain the same, paid
bi-weekly, at an annual rate of $430,000, less applicable withholding required by law.




Severance Agreement



4. Severance Benefits: Your severance benefits will be structured as follows if you execute and do
not revoke this Agreement:





	 	a.	 	Beginning the first pay day following expiration of the Revocation Period
described in paragraph 14 below, you will receive severance pay on the following
schedule:






	 	i.	 	from January 1, 2010, through December 31, 2010, you will
be paid at an annual rate of $300,000, paid bi-weekly, less deductions
required by law to be withheld; and
	 
	 	ii.	 	from January 1, 2011, through December 31, 2011, you will
be paid at an annual rate of $430,000, paid bi-weekly, less deductions
required by law to be withheld.






	 	b.	 	In addition, provided you have satisfactorily complied with the transition
requirements contained herein, and have complied with the remaining provisions within
this Agreement, including, but not limited to, paragraph 9, then:




45









 












	 	i.	 	on the first regular pay day after June 30, 2010, you
shall receive a lump sum payment of $65,000, less deductions required by law
to be withheld; and
	 
	 	ii.	 	on the first regular pay day after December 1, 2010, you
shall receive a second lump sum payment of $65,000, less deductions required
by law to be withheld.






	 	c.	 	Provided you were enrolled in ConAgra Foods’ medical, dental or vision plans on
the Termination Date, you and your dependents, if previously enrolled, will be eligible
to continue coverage at your current coverage levels. Most individuals will be eligible
for COBRA continuation for up to 18 months. If you execute and do not revoke this
Agreement within the Revocation Period, subsequent to the Effective Date of this
Agreement, ConAgra Foods will provide you with a bi-weekly payment during the time
period during which you would have COBRA coverage if you were to elect it, to cover the
entire premium cost for the level of coverage in effect for you and your dependents on
the Termination Date, adjusted for changes in such cost during such period. Premium
cost and payment information will be provided to you in a separate letter. PayFlex will
mail the enrollment forms to your address of record within two to three weeks after your
Termination Date. To enroll for COBRA coverage, you must return all applicable forms to
PayFlex Systems, the COBRA administrator, within 60 days after receipt. Questions
should be directed to PayFlex Systems at (800) 284-4885. If you do not elect COBRA
coverage, your coverage will otherwise end on your Termination Date.
	 
	 	d.	 	Your 401(k) participation eligibility will end on your Termination Date. Vesting
is according to the plan design schedule.
	 
	 	e.	 	No additional vacation will accrue after your Termination Date. Any vacation
earned but unused will be paid you.
	 
	 	f.	 	The company agrees that no moneys under subparagraphs 4(a) or 4(b) will be
required to be repaid solely because of your reemployment with another employer, unless
you otherwise breach one of your agreements contained herein, including but not limited
to, your agreements contained in paragraphs 8 and/or 9.






	5.	 	Other Compensation and Equity:






	 	a.	 	Management Incentive Plan: For Fiscal Year 2010, if you execute and do not
revoke this Agreement within the Revocation Period, you will be eligible to participate
in the MIP Plan, pursuant to the terms of the Plan (other than those relating to the
forfeiture of awards upon termination from employment prior to the fourth quarter, which
shall not apply). Your payout, if any, will remain subject to final approval by the
Human Resources Committee (“HRC”) of the Board of Directors (in accordance with the
HRC’s standard practices), but shall not take into consideration individual performance.
Your payout will be calculated by multiplying the actual funded level approved by the
HRC for the ConAgra Foods plan bonus pool generally (i.e., the funder level for the
bonus pool in which I participate) by your target level based on your salary in effect
immediately prior to the Effective Date. It will be paid out at the time all other
participants receive their MIP payout.
	 
	 	b.	 	Performance Share Plan: Pursuant to the terms of the plan, all future payouts
for the Fiscal Year 2008-2010, Fiscal Year 2009-2011, and Fiscal Year 2010-2012
performance cycles will be forfeited.
	 
	 	c.	 	Stock Options: At this time, you will not be eligible for additional awards;
however, if you execute and do not revoke this Agreement within the Revocation Period,
all previous grants will vest according to the schedule attached as Exhibit 1. If you
execute this Agreement on December 31, 2009, ConAgra Foods shall execute amendments to
your awards granted on February 14, 2004 (the “2004 Option Amendment), and July 15, 2009
(the “2009 Option Amendment”) in the forms attached as Exhibits 2 and 3. Because the
2009 Option Amendment will be executed and effective prior to the conclusion of the
Revocation Period, and by your signature below, you agree that if you exercise those
options within the Revocation Period, and subsequently revoke this Agreement during the
Revocation Period, that you shall pay to ConAgra Foods the proceeds from the exercise of
those options as specified in the 2009 Option Amendment within three business days
following the date of revocation. The 2004 Option Amendment will become effective upon
the expiration of the Revocation Period if you have not revoked this Agreement within
the Revocation Period. If you revoke this Agreement within the Revocation Period, the
2004 Option Amendment will be void and of no further force or effect.





46









 






	6.	 	Key Employee:







	 	 	You understand that you are a Key Employee as defined by section 409A of the Internal Revenue
Code for the current 12 month period. Accordingly, upon your termination, you may be
identified as a key employee for the next 12 month period, and some of your compensation may
be subject to the delayed payment requirements of 409A. Notwithstanding any provision in
this Agreement to the contrary, the Agreement shall be interpreted, construed and conformed
in accordance with 409A and regulations and other interpretative guidance issued thereunder
(“409A”). For purposes of determining whether any payment made pursuant to the Plan results
in a “deferral of compensation” within the meaning of 409A, ConAgra Foods shall maximize the
exemptions available under 409A, and each payment to be made under the Agreement shall be
treated as a separate payment for purposes of 409A.
	 
	7.	 	Outplacement:
	 
	 	 	If you execute and do not revoke this Agreement within the Revocation Period, ConAgra will
pay you the gross amount of $7,750, less applicable withholding, within ten (10) business
days following the Effective Date of this Agreement for your use in retaining your selected
outplacement service provider.
	 
	8.	 	Non-Solicitation:
	 
	 	 	For two (2) years following the Effective Date, you agree not to encourage, directly or
indirectly, any other employee of ConAgra Foods to quit or supplement their employment with
ConAgra Foods, unless prior written approval is provided by ConAgra Foods. This includes
engaging in any single or sole proprietorship, partnership, or consulting arrangement with
you while they are actively employed with ConAgra Foods. You may, however, if independently
contacted by a third party, provide a general reference for employees with whom you worked
during your term of employment with ConAgra Foods.
	 
	9.	 	Non-Compete:
	 
	 	 	For two (2) years following the Effective Date you agree that you will not accept employment
with any person, firm, corporation or business, including self-employment, sole
proprietorship or consulting work, which is a direct competitor of ConAgra Foods or its
affiliates, unless you receive prior written approval from ConAgra Foods. Direct competitor
is defined as a company that manufactures product lines that compete with ConAgra Foods’
brands in the Convenient Meals, Snacks, Potatoes and Meal Enhancers pillars, and which are
designated as such at the Effective Date. To receive prior written approval from ConAgra
Foods, you should contact ConAgra Foods’ General Counsel, her designee or successor,
providing the name of the potential employer, general description of the business conducted
by the employer and a general description of your potential duties. If you violate any of
the terms or conditions of this paragraph, then you may be subject to penalties and lawsuits
for injunctive relief and money damages, which may be sought by ConAgra Foods. You agree
that this covenant is fair and reasonable and further agree that this covenant is necessary
to protect ConAgra Foods’ legitimate economic interest in maintaining the confidentiality of
confidential and proprietary information, including trade secrets.
	 
	10.	 	Other Post Employment Obligations:
	 
	 	 	You agree to make yourself reasonably available to ConAgra Foods, and will:






	 	a.	 	Through March 31, 2010, personally provide reasonable assistance and cooperation
in providing or obtaining information for ConAgra Foods, and its representatives,
concerning any ConAgra Foods matter of which you are knowledgeable.
	 
	 	b.	 	Personally provide to ConAgra Foods, or its representatives, reasonable
assistance and cooperation relating to any pending or future lawsuits or claims, about
which you are knowledgeable.
	 
	 	c.	 	Promptly notify me, in writing, if you receive any request from anyone other than
ConAgra Foods for information regarding any potential claims or proposed litigation
against ConAgra Foods or any of its affiliates.
	 
	 	d.	 	Refrain from engaging in any conduct, making comments, disparaging remarks or
statements, the purpose or effect of which is to harm the reputation, good will, or
commercial interests of ConAgra Foods, its management or leadership, or any of its
affiliates. ConAgra Foods also agrees to refrain from engaging in any conduct or making
comments or statements, the purpose or effect of which is to harm the reputation, good
will, or interests of you.




47









 






	 	e.	 	Refrain from providing any information related to any claim or potential
litigation against ConAgra Foods, or its affiliates to any non-ConAgra Foods
representatives, without either ConAgra Foods’ written permission or being required to
provide information pursuant to legal process.
	 
	 	f.	 	If required by law to provide sworn testimony on ConAgra Foods or
affiliate-related matters, you will consult with and have ConAgra Foods-designated legal
counsel present for such testimony. ConAgra Foods will be responsible for the costs of
such designated counsel and you will bear no cost for same. You will confine your
testimony to items about which you have actual knowledge rather than speculation, unless
otherwise directed by legal process.




You will be reimbursed shortly after an expense statement is received for reasonable travel, food,
lodging and similar out-of-pocket expenses required to fulfill the cooperation provisions above.





	11.	 	Confidentiality Agreement:
	 
	 	 	As an employee of ConAgra Foods, you agree that ConAgra Foods has developed and continues to
develop and use commercially valuable confidential and/or proprietary technical and
non-technical information which is vital to the success of ConAgra Foods’ business, and
furthermore, that ConAgra Foods utilizes confidential information, trade secrets and
proprietary customer information in promoting and selling its products and services. For
purposes of the Agreement, you acknowledge that “Confidential Information” means ConAgra
Foods’: human resource strategy plans, human resource data, marketing plans, market
positions, strategy, budgets, long-range plans, customer information, sales data, personnel
information; privileged information, or other information used by or concerning ConAgra
Foods, where such information is not publicly available, or has been treated as confidential.
	 
	 	 	You agree that from this time forward you will not, either directly or indirectly, disclose,
or use for the benefit of any person, firm, corporation or other business organization or
yourself, any “Confidential Information” related to ConAgra Foods, or its affiliates.
	 
	 	 	You agree that you have and will keep the terms and amount of this Agreement completely
confidential, except as required by applicable law, and that you have not, nor will you
hereafter disclose any information concerning this Agreement to any person other than your
present attorneys, accountants, tax advisors, or immediate family, and only if those persons
agree to abide by the provisions of the paragraph.
	 
	12.	 	Return of ConAgra Foods Property
	 
	 	 	You agree to return to ConAgra Foods immediately upon termination, as applicable, your
company vehicle and all files, records, documents, reports, and other business equipment,
keys, and other physical, personal or electronically stored property of ConAgra Foods in your
possession or control and to further agree that you will not keep, transfer or use any copies
or excerpts of the foregoing items without the approval of ConAgra Foods. Notwithstanding the
immediately preceding sentence, if you execute and do not revoke this Agreement within the
Revocation Period, you may keep a company-issued computer and handheld device until May 30,
2010, during which time ConAgra Foods shall continue to support such equipment and pay for
your domestic telephone and data services, provided that you shall remain subject to ConAgra
Foods’ usage and security policies applicable to that equipment. You agree to return such
equipment to ConAgra Foods within three (3) business days of May 30, 2010.
	 
	 	 	You agree to return to ConAgra Foods immediately upon termination all company-issued credit
cards, to immediately cease use of all such cards and to make payment of any and all
outstanding balances in accordance with cardholder agreements and the time limitations
contained therein. You agree to provide no later than fourteen (14) days after your
Termination Date, expense statements for all company authorized expenses, and where charged
on company-issued credit cards, to use any reimbursement payments for the purpose of paying
such charges.




48









 







	13.	 	Release of ConAgra Foods:
	 
	 	 	In exchange for the benefits provided to you by ConAgra Foods, and except for ConAgra Foods’
obligations hereunder, you hereby release ConAgra Foods, and each of its agents, directors,
officers, employees, representatives, attorneys, affiliates, and its and their predecessors,
successors, heirs, executors, administrators and assigns, and all persons acting by, through,
or under or in concert with any of them (collectively “Releasees”), or any of them, of and
from any and all claims of any nature whatsoever, in law or equity, which you ever had, now
have, or may have had relating to your employment, or termination of employment. This
includes (i) all claims relating to salary, overtime, vacation pay, incentive bonus plans,
including but not limited to the Management Incentive and/or Sales Incentive Plans (MIP/SIP);
and/or severance pay, stock options, and any and all other fringe benefits, for which you
were eligible during your employment and (ii) all claims under any employment agreement,
change-in-control agreement or other agreements between you and ConAgra Foods, and/or its
subsidiaries or affiliates; (iii) and all claims you may have against ConAgra Foods or its
employees under Title VII of the Civil Rights Act of 1964; the Employee Retirement Income
Security Act of 1974; the Americans with Disabilities Act; the Age Discrimination in
Employment Act; the Older Workers Benefit Protection Act; the Family and Medical Leave Act;
or any other federal, state, or local law or regulation regarding your employment or
termination of employment.
	 
	 	 	If you are a California resident, you hereby waive and relinquish all rights and benefits
afforded by Section 1542 of the Civil Code of California (or any other analogous federal or
state law or regulation) and do so understanding and acknowledging the significance and
consequences of this specific waiver of Section 1542. Section 1542 of the Civil Code of
California states as follows: A general release does not extend to claims which the creditor
does not know or suspect to exist in (his or her) favor at the time of executing the release,
which if know to (him or her) must have materially affected (his or her) settlement with the
debtor.
	 
	 	 	Thus, notwithstanding the provisions of Section 1542 and for the purposes of implementing a
full and complete release by you, you expressly acknowledge that this Agreement is intended
to include in its effect without limitation, all claims which you do not know or suspect to
exist in your favor at the time of execution hereof, and that this Agreement contemplates the
extinguishment of any such claim or claims.
	 
	 	 	This release shall not preclude an action to enforce the specific terms of this Agreement; to
any claims based on acts or events after this Agreement has become effective; to any
unemployment or workers compensation benefits to which you may be entitled; nor to benefits
in which you have become vested under the Employee Retirement Income Security Act.
	 
	14.	 	Your Rights:
	 
	 	 	You understand that you have at least twenty-one (21) days to decide whether to accept this
Agreement. However, as a term of this agreement, you must sign this agreement on December
31, 2009. If you sign this agreement before December 31, 2009, then this Agreement shall be
voidable by ConAgra Foods. If you sign this agreement after December 31, 2009, then this
Agreement shall be void. If you do decide to sign the Agreement, you have up to seven (7)
days after signing (the “Revocation Period”) to change your mind. To revoke this Agreement,
please write to Megan Belcher, Vice President & Chief Employment Counsel, ConAgra Foods,
Inc., One ConAgra Drive, Omaha, NE 68102 – Fax (402) 917-9559, within the Revocation Period.
No payments under this Agreement can be made until the first payday following the expiration
of the Revocation Period. Therefore the timing of your signature may affect the timing of
your receipt of severance payments. If the Revocation Period is NOT met prior to payroll
processing, you will receive a retroactive payment on the following payday. You acknowledge
you have been advised and should consult with an attorney with respect to your execution of
this agreement.
	 
	 	 	If the above meets with your agreement, please sign and return one copy of this letter to me.
An executed copy will be returned to you.




15. Set-Off: In the event that ConAgra has a reasonable basis to believe you have breached the
terms of this Agreement, ConAgra may, in addition to any other rights and remedies, terminate this
Agreement, offset any claims against you from any current or future sums, stock, stock options, or
rights which may be due you or in which you may claim an interest. If there is a reasonable
possibility the breach can be cured, you will be given thirty (30) days advance notice and an
opportunity to cure any breach prior to a set-off.







49









 







16. Entire Agreement: Except as specifically provided herein, this Agreement constitutes the
entire Agreement with respect to the subject matter hereof, and supersedes all previous agreements
and understandings, whether written or oral, between ConAgra Foods and you. No modification or
waiver of any provision of this Agreement will be valid unless in writing and signed by the legal
department of ConAgra Foods and you.



17. Miscellaneous: The terms of this Agreement: (a) may be amended or canceled only by mutual
agreement of you and ConAgra, in writing; (b) shall be construed in accordance with the law of the
State of Delaware.



Pete, we look forward to your acceptance of this Agreement, which you can indicate by signing and
returning a copy of this letter to me. Please remember you may only sign this agreement on
December 31, 2009.




Sincerely,


/s/ Gary Rodkin

Gary Rodkin

CEO

ConAgra Foods, Inc.




Agreed & Accepted:




	 	 	 	 	 	 	 
	/s/ Pete Perez
 

Pete Perez

	 	 
	 	December 31, 2009
 

Date
	 	 






50









 





EXHIBIT 1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exercisable at	 	Unexercisable at	 	 	 	 	 	 	 	Treatment if Agreement is Accepted and not
	12/31/09	 	12/31/09	 	Strike Price	 	Expiration Date	 	Revoked
	 	70,000	 	 	 	0	 	 	$	26.17	 	 	2/11/2014
	 	Under the terms of
this Agreement, you
will be allowed to
exercise these
options within
three years of your
Termination Date.

	 	80,000	 	 	 	0	 	 	$	23.14	 	 	7/24/2015
	 	The terms of the
agreement under
which this option
was granted shall
control.
Generally, this
means that you will
be allowed to
exercise the vested
portion of these
options within 90
days of your
Termination Date.
Please contact
Julie Griffin, VP
of Compensation for
assistance with
that process.

	 	120,000	 	 	 	0	 	 	$	22.00	 	 	7/12/2013
	 	The terms of the
agreement under
which this option
was granted shall
control.
Generally, this
means that you will
be allowed to
exercise the vested
portion of these
options within 90
days of your
Termination Date.
Please contact
Julie Griffin, VP
of Compensation for
assistance with
that process.

	 	84,000	 	 	 	36,000	 	 	$	26.80	 	 	7/16/2014
	 	The terms of the
agreement under
which this option
was granted shall
control.
Generally, this
means that you will
be allowed to
exercise the vested
portion of these
options within 90
days of your
Termination Date.
Please contact
Julie Griffin, VP
of Compensation for
assistance with
that process. The
unvested portion of
these options will
be forfeited upon
your Termination
Date.

	 	48,000	 	 	 	72,000	 	 	$	21.26	 	 	7/16/2015
	 	The terms of the
agreement under
which this option
was granted shall
control.
Generally, this
means that you will
be allowed to
exercise the vested
portion of these
options within 90
days of your
Termination Date.
Please contact
Julie Griffin, VP
Compensation for
assistance with
that process. The
unvested portion of
these options will
be forfeited upon
your Termination
Date.

	 	0	 	 	 	120,000	 	 	$	19.05	 	 	7/15/2016
	 	Under the terms of
this Agreement,
your vesting in
these options will
be accelerated such
that you will fully
vest in these
options as of
12/31/09 and will
be allowed to
exercise these
options within
three years of your
Termination Date,
subject to the
potential repayment
of the gross
proceeds if you
exercise these
options within the
Revocation Period
and subsequently
revoke this
agreement, as set
forth in this
Agreement.







51