EX-10.1






Exhibit 10.1



CONAGRA FOODS, INC. 2014 STOCK PLAN

SECTION 1

NAME AND PURPOSE




1.1 Name. The name of the plan shall be the ConAgra Foods, Inc. 2014 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 performance by
means of stock incentives, (b) encouraging and providing for the acquisition of an ownership
interest in the Company by Participants 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. If
approved by ConAgra Foods, Inc.’s stockholders, the Plan shall replace the 2009 Plan, and no
further awards shall be made under the 2009 Plan.



SECTION 2

DEFINITIONS




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




	 	(a)	 	“1995 Plan” means the ConAgra Foods 1995 Stock Plan.






	 	(b)	 	“2000 Plan” means the ConAgra Foods 2000 Stock Plan.






	 	(c)	 	“2006 Plan” means the ConAgra Foods 2006 Stock Plan.






	 	(d)	 	“2009 Plan” means the ConAgra Foods 2009 Stock Plan.






	 	(e)	 	“Act” means the Securities Exchange Act of 1934, as amended. Any
reference to a particular section of the Act shall include all successor sections and
shall also be deemed to include all related regulations, rules and interpretations.






	 	(f)	 	“Agreement” means the agreement, certificate, resolution or other type or form
of writing or other evidence approved by the Committee that sets forth the terms and
conditions of one or more Awards granted to a Participant under the Plan. An Agreement
may be in any electronic medium, may be limited to a notation on the books and records
of the Company and, unless otherwise determined by the Committee, need not be signed by
a representative of the Company or a Participant.






	 	(g)	 	“Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit,
Performance Share or Other Stock-Based Award granted under the Plan, including Awards
combining two or more types of the foregoing Awards in a single grant.






	 	(h)	 	“Board” means the Board of Directors of ConAgra Foods, Inc.






	 	(i)	 	“Change of Control” has the meaning set forth in Section 11.5.






	 	(j)	 	“Code” means the Internal Revenue Code of 1986, as amended. Any reference
to a particular section of the Code shall include all successor sections and shall also
be deemed to include all related regulations, rules and interpretations.






	 	(k)	 	“Committee” means the Human Resources Committee of the Board, or its successor,
or such other committee of the Board to which the Board delegates power to act under or
pursuant to the provisions of the Plan.






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






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






	 	(n)	 	“Employee” means any employee of the Company.






	 	(o)	 	“Executive Incentive Plan” means the ConAgra Foods Executive Incentive Plan, as
in effect from time to time, or any successor plan.






	 	(p)	 	“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 principally 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 means the closing price on the immediately preceding date on which Stock
transactions were so reported. The Committee is authorized to adopt another Fair
Market Value pricing method, provided such method is stated in the Agreement, and is in
compliance with the fair market value pricing rules set forth in Code Section 409A.






	 	(q)	 	“Incentive Stock Options” means Options that are intended to qualify as
“incentive stock options” under Code Section 422 or any successor provision.






	 	(r)	 	“Incumbent Board” has the meaning set forth in Section 11.5(b).






	 	(s)	 	“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 or (ii) a Nonqualified Stock Option.






	 	(t)	 	“Other Stock-Based Award” means an award of a share of Stock or a unit of Stock
to a Participant that is denominated or payable in, valued in whole or in part by
reference to, or is otherwise based on the Fair Market Value of, a share of Stock, in
each case subject to such terms and conditions as the Committee may determine.






	 	(u)	 	“Participant” means any Employee, Eligible Director, or consultant (provided
that such person satisfies the Form S-8 definition of an “employee”) designated by the
Committee to participate in the Plan.






	 	(v)	 	“Performance Share” means an award for which the grant, issuance, retention,
vesting and/or settlement is subject to the satisfaction of one or more of the
performance criteria established by the Committee or under the Executive Incentive
Plan, if applicable.






	 	(w)	 	“Plan” means this ConAgra Foods, Inc. 2014 Stock Plan, as in effect from time
to time.






	 	(x)	 	“Predecessor Plans” means collectively, the 2009 Plan, the 2006 Plan, the 2000
Plan, and the 1995 Plan.






	 	(y)	 	“Qualified Performance-Based Award” means an Award (or a specified portion of an
Award) to a Participant that is intended to satisfy the requirements for “qualified
performance-based compensation” under Code Section 162(m).






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






	 	(aa)	 	“Restricted Stock Unit” means the right to receive or vest with
respect to one or more shares of Stock (or as otherwise determined by the
Committee), subject to such terms and conditions as the Committee may establish.






	 	(bb)	 	“Stock” means the Common Stock of ConAgra Foods, Inc., par value $5.00 per
share.






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






	 	(dd)	 	“Subsidiary” means any corporation, partnership, joint venture or other entity
in which ConAgra Foods, Inc. owns, directly or indirectly, 25% or more of the voting
power or of the capital interest or profits interest (within the meaning of Code
Section 414(c)) of such entity.






	 	(ee)	 	“Voting Power” means, at any time, the combined voting power of the
then-outstanding securities entitled to vote generally in the election of members of
the Board in the case of ConAgra Foods, Inc., or members of the board of directors or
similar body in the case of another 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




The only persons eligible to participate in the Plan shall be those Participants selected by
(1) the Committee, or (2) a designee to whom such authority has been delegated by the Committee
pursuant to Section 4.4.



SECTION 4

POWERS OF THE COMMITTEE




4.1 Committee Members. Subject to Section 4.4, the Plan shall be administered
by the Committee comprised of no fewer than two members of the Board. Each Committee member shall
satisfy the requirements for (a) an “independent director” for purposes of the Company’s Corporate
Governance Principles, (b) an “independent director” under any rules and regulations of the stock
exchange or other recognized market or quotation system on which the Stock is principally traded or
quoted at the relevant time, (c) a “non-employee director” for purposes of Rule 16b-3 under the
Act, and (d) an “outside director” under Code Section 162(m). If the Committee does not exist, or
for any other reason determined by the Board, the Board may take any action under the Plan (with
such recusals as may be appropriate) that would otherwise be the responsibility of the Committee.



4.2 Power to Grant. The Committee shall determine the Participants to whom Awards
shall be granted, the type or types of Awards to be granted, the number of shares of Stock subject
to each Award, 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.



4.3 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.



4.4 Delegation by Committee. To the full extent permitted by law and the rules of any
exchange on which the shares of Stock are traded, the Committee may, at any time and from time to
time: (a) delegate to one or more of its members any or all of its responsibilities and powers,
including all responsibilities and authority described under Sections 4.2 and 4.3;
(b) delegate to any individual officer of the Company the authority to designate recipients of
Awards and the number and type of Awards granted (although such officer cannot use this authority
to grant awards to an employee who is an officer, Eligible Director, or more than 10% beneficial
owner of any class of ConAgra Foods, Inc.’s equity securities that is registered pursuant to
Section 12 of the Act, as determined by the Committee in accordance with Section 16 of the Act, or
himself or herself); and (c) grant authority to Employees or designate Employees of the Company to
execute documents on behalf of the Committee or to otherwise assist the Committee in the
administration and operation of the Plan. Nothing in this Section 4.4, however, shall
permit the grant of an Award, other than by two or more “outside directors,” to any officer or
other Employee who is, or is determined by the Committee to be likely to become, a “covered
employee” within the meaning of Section 162(m) of the Code (or any successor provision).



4.5 International Participants.  Notwithstanding any provision of the Plan to the
contrary, in order to foster and promote achievement of the purposes of the Plan or to comply with
provisions of laws in other countries in which the Company operates or has employees, the
Committee, in its sole discretion, shall have the power and authority to (a) determine which
Participants (if any) employed by the Company outside the United States are eligible to participate
in the Plan, (b) modify the terms and conditions of any Awards made to such Participants, and
(c) establish subplans and modified Option exercise procedures and other Award terms and procedures
to the extent such actions may be necessary or advisable. No such special terms, supplements,
amendments or restatements, however, shall include any provisions that are inconsistent with the
terms of this Plan as then in effect unless this Plan could have been amended to eliminate such
inconsistency without further approval by the stockholders of the Company.



SECTION 5

STOCK SUBJECT TO PLAN




5.1 Number. Subject to the provisions of Sections 5.4 and 5.5, the
number of shares of Stock subject to Awards under the Plan may not exceed (a) 30,000,000 shares of
Stock (less one share of Stock for every share of Stock subject to awards granted after July 28,
2014 under the 2009 Plan, provided that no awards may be granted under the 2009 Plan after the
effective date of the Plan), plus (b) any shares of Stock subject to an outstanding award under the
Predecessor Plans that for any reason after July 28, 2014 is cancelled, terminates, lapses,
expires, is forfeited, becomes unexercisable for any other reason or is settled for cash (in whole
or in part) to the extent of such cancellation, termination, lapse, expiration, forfeiture,
unexercisability or cash settlement; provided, however, that the following shares
of Stock subject to an award under the Predecessor Plans may not again be made available for
issuance of Awards under the Plan: (x) shares used to pay the exercise price of an outstanding
award, (y) shares used to pay withholding taxes related to an outstanding stock option
or SAR award, or (z) shares not issued or delivered as a result of the net settlement of an
outstanding SAR; provided, further, however, that in the event withholding tax liabilities arising
from an outstanding award under the Predecessor Plans other than a stock option or SAR are
satisfied after July 28, 2014 by the tendering of shares (either actually or by attestation) or by
the withholding of shares by the Company, the shares so tendered or withheld shall again be
available for Awards under the Plan; provided, however, that such recycling of shares for tax
withholding purposes is limited to 10 years from the date of stockholder approval of the Plan if
such recycling involves shares that have actually been issued by the Company. In the event that
the Company repurchases shares with Option proceeds or proceeds from stock option exercises under a
Predecessor Plan, such shares will not be added to the limit described above. 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.



5.2 Limit on Incentive Stock Options. Notwithstanding anything in this Section
5, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in
Section 5.5 of this Plan, the aggregate number of shares of Stock actually issued or
transferred by the Company upon the exercise of Incentive Stock Options will not exceed 30,000,000.



5.3 Other Limits. Notwithstanding anything in this Section 5 or elsewhere in
this Plan to the contrary, and subject to adjustment as provided in Section 5.5:




	 	(a)	 	The maximum number of shares of Stock that may be subject to Awards granted to
any one Participant in any fiscal year under the Plan is 10% of the initial aggregate
number of shares of Stock available for Awards under Section 5.1.






	 	(b)	 	A maximum of 50% of shares of Stock available for issuance under the Plan may
be issued as Awards other than Options or SARs.





5.4 Cancelled, Terminated, Forfeited or Surrendered Awards. Any shares of Stock
subject to an Award that for any reason is cancelled, is terminated, lapses, expires, is forfeited,
becomes unexercisable for any other reason or is settled for cash (in whole or in part) will, to
the extent of such cancellation, termination, lapse, expiration, forfeiture, unexercisability or
cash settlement, again be available for Awards under the Plan; provided, however,
that the following shares of Stock may not again be made available for issuance of Awards under the
Plan: (a) shares used to pay the exercise price of an outstanding Award, (b) shares used to pay
withholding taxes related to an outstanding Option or SAR Award, or (c) shares not
issued or delivered as a result of the net settlement of an outstanding SAR. In the event
withholding tax liabilities arising from an Award other than an Option or SAR are satisfied by the
tendering of shares (either actually or by attestation) or by the withholding of shares by the
Company, the shares so tendered or withheld shall again be available for Awards under the Plan;
provided, however, that such recycling of shares for tax withholding purposes is limited to 10
years from the date of stockholder approval of the Plan if such recycling involves shares that have
actually been issued by the Company.



5.5 Adjustment in Capitalization. If any change in corporate capitalization, such as
a stock split, reverse stock split, or stock dividend, or any corporate transaction such as a
reorganization, reclassification, merger, consolidation, combination or separation, including a
spin-off, of the Company or sale or other disposition by the Company of all or a portion of its
assets, any other change in the Company’s corporate structure, or any distribution to stockholders
(other than a cash dividend that is not an extraordinary cash dividend) results in the outstanding
shares of Stock, or any securities exchanged therefor or received in their place, being exchanged
for a different number or class of shares or other securities of ConAgra Foods, Inc., or for shares
of stock or other securities of any other corporation (or new, different or additional shares or
other securities of ConAgra Foods, Inc. or of any other corporation being received by the holders
of outstanding shares of Stock), or a material change in the market value of the outstanding shares
of Stock as a result of the change, transaction or distribution, then equitable adjustments shall
be made by the Committee, as it determines are necessary and appropriate, in:  (a) the number and
type of shares of Stock (or other property) available for the grant of Awards, and the share limits
and related provisions, under Section 5, (b) the number and type of shares (or other
property) and exercise price with respect to outstanding Options and SARs, and (c) the number,
prices and dollar value of other outstanding Awards; provided, however, that any
adjustment to the number specified in Section 5.2 will be made only if and to the extent
that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to
fail to so qualify. Moreover, in the event of any such transaction or event or in the event of a
Change of Control, the Committee, in its discretion, will provide in substitution for any or all
outstanding awards under this Plan such alternative consideration (including cash), if any, as it,
in good faith, may determine to be equitable in the circumstances and may require in connection
therewith the surrender of all awards so replaced in a manner that complies with Section 409A of
the Code. In addition, for each Option or SAR with an exercise price greater than the
consideration offered in connection with any such transaction or event described in this
Section 5.5 or a Change of Control, the Committee may in its sole discretion elect to
cancel such Option or SAR without any payment to the person holding such Option or SAR.
Notwithstanding the foregoing, in no event shall this Section 5.5 be construed to permit a
modification (including a replacement) of an Option or SAR if such modification either: (y) would
result in accelerated recognition of income or imposition of additional tax under Code
Section 409A; or (z) would cause the Option or SAR subject to the modification (or cause a
replacement Option or SAR) to be subject to Code Section 409A, provided that the restriction of
this clause (z) shall not apply to any Option or SAR that, at the time it is granted or otherwise,
is designated as being deferred compensation subject to Code Section 409A. Any adjustment by the
Committee shall be conclusive and binding for all purposes of the Plan.



5.6 Dividend Equivalent Rights. No dividends or dividend equivalents shall be paid on
Options or SARs. The Committee may at the time of the grant of a Restricted Stock, Restricted
Stock Unit, Performance Share, or Other Stock-Based Award provide that any dividends declared on
common stock or dividend equivalents be (a) paid to the Participant, (b) accumulated for the
benefit of the Participant and paid to the Participant only after the expiration of any
restrictions, or (c)not paid or accumulated; provided, however, that dividend
equivalents or other distributions on Stock underlying Awards with restrictions that lapse as a
result of the achievement of one or more performance goals will be deferred until and paid
contingent upon the achievement of the applicable performance goals.



5.7 Assumed, Converted or Substitute Awards. Notwithstanding anything in this Plan to
the contrary:




	 	(a)	 	Awards may be granted under this Plan in substitution for or in conversion of, or
in connection with an assumption of, stock options, stock appreciation rights,
restricted stock, restricted stock units, performance shares or other stock or
stock-based awards held by awardees of an entity engaging in a corporate acquisition or
merger transaction with the Company. Any conversion, substitution or assumption will
be effective as of the close of the merger or acquisition, and, to the extent
applicable, will be conducted in a manner that complies with Code Section 409A. The
awards so granted may reflect the original terms of the awards being assumed or
substituted or converted for and need not comply with other specific terms of this
Plan, and may account for Stock substituted for the securities covered by the original
awards and the number of shares subject to the original awards, as well as any exercise
or purchase prices applicable to the original awards, adjusted to account for
differences in stock prices in connection with the transaction.






	 	(b)	 	In the event that a company acquired by the Company or with which the Company
merges has shares available under a pre-existing plan previously approved by
stockholders and not adopted in contemplation of such acquisition or merger, the shares
available for grant pursuant to the terms of such plan (as adjusted, to the extent
appropriate, to reflect such acquisition or merger) may be used for awards made after
such acquisition or merger under the Plan; provided, however, that awards using such
available shares may not be made after the date awards or grants could have been made
under the terms of the pre-existing plan absent the acquisition or merger, and may only
be made to individuals who were not employees or directors of the Company prior to such
acquisition or merger.






	 	(c)	 	Any shares of Stock that are issued or transferred by, or that are subject to
any awards that are granted by, or become obligations of, the Company under
Sections 5.7(a) or 5.7(b) above will not count against the limits
contained in Section 5 of the Plan, provided in each case that the requirements
for the exemption for mergers and acquisitions under rules and regulations of the stock
exchange or other recognized market or quotation system on which the Stock is
principally traded or quoted at the relevant time are met. In addition, no shares of
Stock that are issued or transferred by, or that are subject to any awards that are
granted by, or become obligations of the Company under Sections 5.7(a) and
5.7(b) above will be added to the aggregate plan limit contained in Section
5.1 of the Plan.





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: (a)
Incentive Stock Options and (b) Nonqualified Stock Options. 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, including in the event of death, retirement, disability, termination of employment,
or Change of Control, and such other terms and conditions not inconsistent with the Plan as the
Committee shall determine. Only Participants who are Employees shall be eligible to receive
Incentive Stock Options.



6.2 Option Price. Subject to adjustments to an exercise price permitted pursuant to
Section 5.5 or as permitted under Section 5.7, Nonqualified 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. In addition, the Committee may provide in any Agreement for
the automatic exercise of an Option upon such terms and conditions as established by the Committee.



6.4 Payment. The Committee shall establish procedures governing the exercise of
Options, which shall require that 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 (a) by tendering, by either actual delivery of shares or by
attestation, shares of Stock already owned by the Participant valued at its Fair Market Value on
the date of exercise or (b) 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. Subject
to applicable law, 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 withholding
taxes resulting from such exercise. The Committee may approve other methods of payment. As
soon as practicable after receipt of a notice of exercise and full payment of the exercise price,
the Company shall deliver to the Participant, either by electronic means or by stock certificate or
certificates, the acquired shares of Stock.



6.5 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary,
except with respect to the Committee’s discretion to terminate or adjust awards under Section
11.5, 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 Code Section 422, 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 Code Section 421.



6.6 No Reload Grants. Options shall not be granted under the Plan in consideration
for the delivery of Stock to the Company in payment of the exercise price and/or tax withholding
obligation under any other Option or SAR.



SECTION 7

DIRECTOR AWARDS




7.1 Director Awards. Any Award, or formula for granting an Award, under the Plan to
Eligible Directors shall be approved by the Board. With respect to Awards to such directors, all
rights, powers and authorities vested in the Committee under the Plan shall instead be exercised by
the Board. Subject to adjustment as provided in Section 5.5. of this Plan, the maximum
number of shares of Stock with respect to which Awards may be granted to any one Participant who is
an Eligible Director in any fiscal year under the Plan is 40,000.



SECTION 8

STOCK APPRECIATION RIGHTS




8.1 SARs In Tandem with Options. SARs 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 SAR granted in tandem with an Option 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 SAR granted in tandem with an Option, the
corresponding Option shall terminate.



8.2 Other SARs. SARs 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.



8.3 SAR Price. Subject to adjustments to an exercise price permitted pursuant to
Section 5.5 or as permitted under Section 5.7, SARs granted pursuant to the Plan
shall have an exercise price which is not less than the Fair Market Value on the date the SAR is
granted.



8.4 Exercise of SARs. SARs 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, and the Committee may provide for the earlier exercisability of such SARs, including in
the event of the retirement, death or disability of the Participant or a Change of Control.
Notwithstanding the foregoing, no SAR shall be exercisable for more than ten years after the date
on which it is granted. In addition, the Committee may provide in any Agreement for the automatic
exercise of a SAR upon such terms and conditions as established by the Committee.



8.5 Payment. The Committee shall establish procedures governing the exercise of SARs,
which shall require that notice of exercise be given and that the Participant satisfy any tax
withholding requirements resulting from such exercise as provided in Section 11.4.
As soon as practicable after receipt of a notice of exercise and full payment of any withholding
taxes, the Company shall deliver to the Participant either by electronic means or by stock
certificate or certificates the acquired shares of Stock.



8.6 No Reload Grants. SARs shall not be granted under the Plan in consideration for
the delivery of Stock to the Company in payment of the exercise price and/or tax withholding
obligation under any other SAR or Option.



SECTION 9

RESTRICTED STOCK; OTHER STOCK-BASED AWARDS; CERTAIN LIMITATIONS ON AWARDS




9.1 General. Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, and
Performance Shares may be granted to Participants at such times and in such amounts, and subject to
such other terms and conditions not inconsistent with the Plan, as shall be determined by the
Committee.



9.2 Grant of Restricted Stock. 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 the Participant, or other restrictions, as the Committee may determine. The Committee
may provide for the earlier termination of such restrictions, including in the event of the
retirement, death or disability of the Participant or a Change of Control; provided,
however, that no such adjustment will be made in the case of a Qualified Performance-Based
Award (other than in connection with the death or disability of the Participant or a Change of
Control) where such action would result in the loss of the otherwise available exemption of the
Award under Code Section 162(m).



9.3 Other Stock-Based Awards, General. Other Stock-Based Awards shall be in such
form, and dependent on such conditions, as the Committee shall determine, including, without
limitation, the right to receive or vest with respect to, one or more shares of Stock (or the
equivalent cash value of such Stock) upon the completion of a specified period of service, the
occurrence of an event, and/or the attainment of one or more performance objectives. Such Other
Stock-Based Awards may include Restricted Stock Units, Performance Shares, and Stock awards
permitted under Sections 7.1 and 9.5. Notwithstanding anything to the contrary
contained in this Plan, any grant of an Award under this Section 9.3 may provide for the
earning or vesting of, or earlier elimination of restrictions applicable to, such Other Stock-Based
Award, including in the event of the retirement, death or disability of the Participant or a Change
of Control; provided, however, that no such adjustment will be made in the case of
a Qualified Performance-Based Award (other than in connection with the death or disability of the
Participant or a Change of Control) where such action would result in the loss of the otherwise
available exemption of the Award under Code Section 162(m).




	 	(a)	 	Restricted Stock Unit. Settlement of a Restricted Stock Unit upon
expiration of the deferral or vesting period shall be made in Stock or otherwise as
determined by the Committee.






	 	(b)	 	Performance Shares Generally. Each grant of Performance Shares shall
be subject to the satisfaction of one or more of the performance goals established by
the Committee with respect to the performance period established by the Committee.
After the applicable performance period has ended, the Committee shall determine if all
or any portion of the Performance Share Award is earned by a Participant. The earned
portion of a Performance Share Award may be paid out in shares of Stock or cash, or a
combination of the foregoing, as the Committee may determine.





9.4 Awards Subject to Code Section 162(m). The special rules of this Section
9.4 shall apply with respect to Qualified Performance-Based Awards. For the avoidance of
doubt, the Committee may grant Awards subject to performance goals that are either Qualified
Performance-Based Awards or are not Qualified Performance-Based Awards. The performance goals
selected by the Committee for any Qualified Performance-Based Awards shall be based on one or more
of the performance measures described below in this Section 9.4.




	 	(a)	 	The specific performance goal(s) and measure(s) for each such Qualified
Performance-Based Award shall be established in writing by the Committee within ninety
days after the commencement of the performance period (or within such other time period
as may be required by Code Section 162(m)) to which the performance goal(s) and
measure(s) relates or relate. Shares of Stock subject to such Qualified
Performance-Based Awards shall be payable following the completion of each performance
period (unless deferred consistent with Code Section 409A), and only after
certification in writing by the Committee that the specified performance goal(s)
established under the Plan was or were achieved. Unless the Committee specifies
otherwise in the terms of such a Qualified Performance-Based Awards, payment shall be
made on or before the later of (i) the fifteenth day of the third month that begins
after the month containing the end of the applicable fiscal year (with the applicable
fiscal year being the fiscal year containing the end of the performance period for
which performance is certified), or (ii) the fifteenth day of the third month that
begins after the end of the Participant’s tax year that contains the end of the
performance period for which performance is certified. Such Qualified Performance-Based
Awards may be paid in cash or shares of Stock, or a combination of the foregoing, as
determined by the Committee. In determining whether any performance goal was attained
and whether any performance goal should be adjusted during a performance period, the
rules in the Executive Incentive Plan and any specific adjustment criteria adopted by
the Committee at the time of grant of such Qualified Performance-Based Awards shall
apply. Notwithstanding the foregoing, the Committee may not make any adjustment to
performance goals in the case of a Qualified Performance-Based Award (other than in
connection with a Change of Control) where such action would result in the loss of the
otherwise available exemption of the Qualified Performance-Based Awards under Code
Section 162(m).






	 	(b)	 	The performance measures for Qualified Performance-Based Awards will be
selected from the following measures: cash flow; free cash flow; operating cash flow;
earnings; market share; economic value added; achievement of annual operating budget;
profits; profit contribution margins; profits before taxes; profits after taxes;
operating profit; return on assets; return on investment; return on equity; return on
invested capital; gross sales; net sales; sales volume; stock price; total stockholder
return; dividend ratio; price-to-earnings ratio; expense targets; operating efficiency;
customer satisfaction metrics; working capital targets; the achievement of certain
target levels of innovation and/or development of products; measures related to
acquisitions or divestitures; formation or dissolution of joint ventures; corporate
bond rating by credit agencies; debt to equity or leverage ratios; or financial
performance measures determined by the Committee that are sufficiently similar to the
foregoing as to be permissible under Code Section 162(m).






	 	(c)	 	If more than one individual performance measure is specified by the Committee
in defining performance goals for a Qualified Performance-Based Award, the Committee
shall also specify, in writing, whether one, all or some other number of such
performance goals must be attained in order for the performance measures to be met.
With respect to any award that is not intended to be a Qualified Performance-Based
Award, the Committee may use performance measures that are different than those set
forth in subsection (b) above.






	 	(d)	 	Each performance goal may be described in terms of Company-wide objectives or
objectives that are related to the performance of the individual Participant or of one
or more of the Subsidiaries, divisions, departments, regions, functions or other
organizational units within the Company. Each performance goal may be based upon
growth, may be made relative to the performance of other companies or subsidiaries,
divisions, departments, regions, functions or other organizational units within such
other companies, may be made relative to an index or one or more of the performance
goals themselves, may be based on or otherwise employ comparisons based on internal
targets or the past performance of the Company and, in the case of earnings-based
measures, may use or employ comparisons relating to capital, stockholders’ equity
and/or shares outstanding, investments or assets or net assets.





9.5 Certain Limitations on Awards. Except as set forth in the following sentence, or
as specified by the Committee in an Award with respect to the occurrence of a Change of Control,
death, disability or termination of employment, no Award (other than an Option or SAR) based on
performance goals shall be based on a performance period of less than one year, and no Award (other
than an Option or SAR) that is conditioned on continued employment or the passage of time shall
provide for vesting in less than three years from the grant date of the Award; provided,
however, that partial vesting pursuant to an Agreement may occur during each year of such
3-year period. Notwithstanding the foregoing, a maximum of 5% of the aggregate number of shares of
Stock available for issuance under this Plan may be issued as Other Stock-Based Awards, Restricted
Stock, Restricted Stock Units or Performance Shares that do not comply with the applicable
three-year or one-year minimum vesting requirements set forth in this Plan. The limitations of
this Section 9.5 shall not apply to Awards under Section 5.7 of this Plan.



SECTION 10

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN




10.1. 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 10.1.  No
amendment or termination shall be adopted or effective if it would result in accelerated
recognition of income or imposition of additional tax under Code Section 409A or, except as
otherwise provided in the amendment, would cause amounts that were not otherwise subject to Code
Section 409A to become subject to Section 409A. Furthermore, the Board may not make any amendment
which would materially (a) modify the requirements for participation in the Plan, (b) increase the
number of shares of Stock subject to Awards under the Plan pursuant to Section 5.1,
(c) change the minimum exercise price for stock options or SARs as provided in Section 6.2
and Section 8.3, or (d) extend the term of the Plan, in each case without the approval of a
majority of the outstanding shares of Stock entitled to vote thereon. Except as specifically
provided in the Plan or except to the minimum extent necessary to comply with applicable law, no
amendment or modification of the Plan shall materially and adversely affect the rights of any
Participant with respect to a previously granted Award without the written consent of the
Participant.



10.2. Amendment of Agreement.




	 	(a)	 	If permitted by Code Section 409A and Code Section 162(m), the Committee may,
at any time, amend the terms of outstanding Awards in a manner not inconsistent with
the terms of the Plan, except in the case of a Qualified Performance-Based Award (other
than in connection with the Participant’s death or disability, or a Change of Control)
where such action would result in the loss of the otherwise available exemption of the
award under Code Section 162(m); provided, however, that except as
provided in Section 11.5 or Section 5.5, or except to the minimum
extent necessary to comply with applicable law, if such amendment is materially adverse
to the Participant, as determined by the Committee, the amendment shall not be
effective unless and until the Participant consents, in writing, to such amendment. To
the extent not inconsistent with the terms of the Plan, the Committee may, at any time,
amend the terms of an outstanding Award in a manner that is not unfavorable to the
Participant without the consent of such Participant.






	 	(b)	 	Except for adjustments as provided in Section 5.5 or in connection with
a Change of Control, the terms of outstanding Awards may not be amended to reduce the
exercise price of outstanding Options or SARs, or cancel outstanding Options or SARs in
exchange for cash, other Awards or Options or SARs with an exercise price that is less
than the exercise price of the original Options or SARs, without approval of the
Company’s stockholders. The immediately preceding sentence is intended to prohibit the
repricing of “underwater” Options and SARs and will not be construed to prohibit the
adjustments provided for in Section 5.5 of the Plan.





10.3. Detrimental Activity and Recapture Provisions.  All Awards shall be subject to
the Committee’s right to cancel such Awards and/or to impose forfeitures to the extent required
under Section 304 of the Sarbanes-Oxley Act of 2002.  Subject to other terms and conditions as may
be specified in an Agreement, if the Committee determines that a present or former Employee or
Eligible Director has (a) used for profit or disclosed to unauthorized persons, confidential or
trade secrets of the Company, (b) breached any contract with or violated any fiduciary obligation
to the Company, or (c) engaged in any conduct which the Committee determines is injurious to the
Company, the Committee may cause that Employee or Eligible Director to forfeit his or her
outstanding Awards under the Plan. In addition, notwithstanding anything in this Plan to the
contrary, any Agreement may also provide for the cancellation or forfeiture of an Award or the
forfeiture and repayment to the Company of any gain related to an Award, or other provisions
intended to have a similar effect, upon such terms and conditions as may be required by the
Committee or under Section 10D of the Act, and any applicable rules or regulations promulgated by
the Securities and Exchange Commission or any national securities exchange or national securities
association on which the Stock may be traded.



SECTION 11

MISCELLANEOUS PROVISIONS




11.1. 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. In no event will
any Award granted under the Plan be transferred for value.



11.2. 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 or her death. Each designation will revoke all prior designations by the same Participant
and will be effective only when filed in writing with the Company during the Participant’s
lifetime. 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 the Participant’s estate.



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



11.4. Tax Withholding. The Company shall have the power to withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy all withholding tax
requirements on any Award under the Plan, and the Company may defer issuance of Stock until
such requirements are satisfied. Unless not permitted by the Committee at the time of the grant of
an Award, a Participant may elect, subject to such conditions as the Committee shall impose,
including conditions and restrictions intended to comply with securities laws and any Company
policies regarding trading in securities, to satisfy any tax withholding requirements (a) by having
shares of Stock otherwise issuable under the Plan withheld by the Company or by delivering 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 statutory minimum applicable withholding tax obligation
associated with the transaction, or (b) by remitting cash or a check. Unless not permitted by the
Committee at the time of grant of an Award and subject to any rules established by the Company, the
Participant shall be able to satisfy additional tax withholding above the statutory minimum
applicable withholding amounts by delivering to the Company previously acquired shares of Stock
held by the Participant for at least six months, with a Fair Market Value equal to the additional
withholding amounts; provided, however, that the Participant shall not be entitled
to deliver such additional shares if it would cause adverse accounting consequences for the
Company.



11.5. Change of Control. For purposes of this Plan, except as may be otherwise
prescribed by the Committee in an Agreement, a “Change of Control” will be deemed to have occurred
upon the occurrence of any of the following events:




	 	(a)	 	Individuals who, as of the effective date of this Plan, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any person becoming a member of the
Board subsequent to the effective date of this Plan whose election, or nomination for
the election by the Company’s stockholders, was approved by a vote of at least a
majority of the Board members then comprising the Incumbent Board shall be, for
purposes of this Section 11.5(a), considered as though such person were a
member of the Incumbent Board as of the effective date of this Plan;






	 	(b)	 	Consummation of a reorganization, merger or consolidation, in each case, with
respect to which persons who were the stockholders of ConAgra Foods, Inc. immediately
prior to such reorganization, merger or consolidation do not, immediately thereafter,
own more than 50% of the Voting Power of the reorganized, merged or consolidated
entity;






	 	(c)	 	A liquidation or dissolution of ConAgra Foods, Inc.; or






	 	(d)	 	The sale of all or substantially all of the assets of ConAgra Foods, Inc.





11.6. Special Rule Related to Securities Trading Policy. The Company has
established a securities trading policy (the “Policy”) relative to disclosure and trading on inside
information as described in the Policy. Under the Policy, certain Employees and Eligible Directors
are prohibited from trading Stock or other securities of the Company except during certain “window
periods” as described in the Policy. If, under the terms of the Agreement, the last day on which
an Option or SAR can be exercised falls on a date that is not, in the opinion of counsel to the
Company, within a window period permitted by the Policy, the applicable exercise period shall
automatically be extended by this Section 11.6 until the second business day of, in the
opinion of counsel to the Company, a window period under the Policy, but in no event beyond the
expiration date of the Options or SARs. The Committee shall interpret and apply the extension
automatically provided by the preceding sentence to ensure when possible without extending the
exercise period beyond the expiration date that in no event shall the term of any Option or SAR
expire except during a window period.



11.7. 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. Each grant of an Award to a Participant shall be evidenced by an Agreement
in such form as is determined by the Committee (or, subject to applicable law, its designee
pursuant to Section 4.4) setting forth the terms and conditions of such Award.



11.8. Company Intent. The Company intends that the Plan and any grants thereunder
comply in all respects with Rule 16b-3 under the Act, and any ambiguities or inconsistencies in the
construction of the Plan or Agreements shall be interpreted to give effect to such intention. With
respect to Participants covered by the Company’s Executive Incentive Plan and to the extent (a)
necessary for compliance with Code Section 162(m) for the tax deductibility of an Award that is
intended to be exempt from Code Section 162(m), and (b) not inconsistent with the terms of this
Plan, the provisions of the Company’s Executive Incentive Plan shall apply to Awards under this
Plan.



11.9. Unfunded Plan. This Plan shall be unfunded. Bookkeeping accounts may be
established with respect to Participants who are granted Awards under the Plan, but any such
accounts will be used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets which may at any time be represented by Awards.



11.10. Fractional Shares. The Company shall not be required to issue any fractional
shares of Stock pursuant to this Plan. The Committee may provide for the elimination of fractions
or for the settlement thereof in cash.



11.11. Code Section 409A. Unless the Committee expressly determines otherwise, Awards
are intended to be exempt from Code Section 409A as stock rights or short-term deferrals and,
accordingly, the terms of any Awards shall be construed and administered to preserve such exemption
(including with respect to the time of payment following a Change of Control). To the extent that
Section 409A applies to a particular Award granted under the Plan (notwithstanding the preceding
sentence), then the terms of the Award shall be construed and administered to permit the Award to
comply with Section 409A, including, if necessary, by delaying the payment of any Award payable
upon separation from service to a Participant who is a “specified employee” (as defined in Code
Section 409A and determined consistently for all Company arrangements that are subject to Code
Section 409A), for a period of six months and one day after such Participant’s separation from
service (as defined in Code Section 409A, but treating the Company as constituting a single service
recipient unless the Committee timely provides otherwise). In the event anyone is subject to
income inclusion, additional interest or taxes, or any other adverse consequences under Code
Section 409A (“Non-compliance”), then neither the Company, the Committee, the Board nor its or
their employees, designees, agents or contractors shall be liable to any Participant or other
persons in connection with any Non-compliance, except to the extent the Non-compliance was the
direct result of any Company action or failure to act that was undertaken in bad faith.



11.12. 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. Each Award is subject to the
requirement that, if at any time the Committee determines, in its discretion, that the listing,
registration or qualification of shares of Stock issuable pursuant to the Plan is required by any
securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in connection with,
the grant of an Award or the issuance of Stock, no Awards shall be granted or payment made or
shares of Stock issued, in whole or in part, unless such listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions as acceptable to the
Committee.



11.13. Effective Date/Termination. The Plan was adopted by the Board of
Directors on July 14, 2014 and shall be effective upon its approval by the Company’s stockholders
at the 2014 annual stockholders’ meeting. No Award shall be granted under the Plan subsequent to
September 19, 2024, or such earlier date as may be determined by the Board, but all grants made on
or prior to such date will continue in effect thereafter subject to the terms thereof and of this
Plan. No termination of the Plan shall adversely affect any Award previously granted.



11.14. 2009 Plan. Upon stockholder approval of the Plan pursuant to
Section 11.13, no new awards will be granted under the 2009 Plan.



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