Form of Amended & Restated Change of Control Agreement



 Exhibit 10.14 
 FORM OF AMENDED AND RESTATED 
 CHANGE OF CONTROL AGREEMENT 
 This AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (“Agreement”) is made this
                      , but effective as of
                    , between ConAgra Foods, Inc., a Delaware Corporation (the “Company”), and
                     (the “Employee”). 
 WHEREAS, as is the case with most, if not all, publicly traded businesses, it is expected that the Company from time to time may consider or need to consider the possibility of an acquisition by another company or
other Change of Control of the ownership of the Company. The Board of Directors of the Company (the “Board”) recognizes that such considerations can be a distraction to Employee and can cause the Employee to consider alternative employment
opportunities or to be influenced by the impact of a possible Change of Control of the ownership of the Company on Employee’s personal circumstances in evaluating such opportunities. The Board has determined that it is in the best interests of
the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of Employee, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company. 
 WHEREAS, the Board believes that it is in the best interests of the Company and its shareholders to provide Employee with an incentive to continue
Employee’s employment and to motivate Employee to maximize the value of the Company upon a Change of Control for the benefit of its shareholders. 
 WHEREAS, the Board believes that it is important to provide Employee with certain benefits upon Employee’s termination of employment in certain instances upon or following a Change of Control that provide
Employee with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control. 
 WHEREAS, Employee and Company entered into a Change of Control Agreement during                      that they
wish to restate in order to comply with Internal Revenue Code (“Code”) Section 409A (“409A”) and to make certain other changes. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows: 
 1. Definitions. For all purposes of this Agreement, the following terms shall have the meanings specified in this Section unless the context
clearly otherwise requires: 
 (a) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms
in Rule 12b-2 of Regulation 12B under the Exchange Act. 
  

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 (b) “Change of Control” shall mean: 
  

	 	(i)	Individuals who constitute the Board (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 election by the Company’s shareholders, 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 

  

	 	(ii)	Consummation of a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (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 its assets. 

 (c) “Cause” shall mean (i) the willful and continued failure by Employee to substantially perform Employee’s duties with the Company (other than any such failure resulting from termination by the
Employee for Good Reason) after a demand for substantial performance is delivered to the Employee that specifically identifies the manner in which the Company believes that the Employee has not substantially performed Employee’s duties, and the
Employee has failed to resume substantial performance of the Employee’s duties on a continuous basis within five (5) days of receiving such demand, (ii) the willful engaging by the Employee in conduct which is demonstrably and
materially injurious to the Company, monetarily or otherwise, or (iii) the Employee’s conviction of a felony or conviction of a misdemeanor which impairs the Employee’s ability substantially to perform the Employee’s duties with
the Company. For purposes of this subsection, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the
Employee’s action or omission was in the best interest of the Company. 
 (d) “Code” shall mean the Internal Revenue Code of
1986, as amended. 
 (e) “Continuation Period” means the three (3) year period beginning on the Employee’s Termination
Date. 
 (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (g) “Good Reason Termination” shall mean a Termination of Employment initiated by the Employee upon one or more of the following occurrences:

  

	 	(i)	any failure of the Company to comply with and satisfy any of the terms of this Agreement; 

  

	 	(ii)	any significant involuntary reduction of the authority, duties or responsibilities held by the Employee immediately prior to the Change of Control; 

  

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	 	(iii)	any involuntary removal of the Employee from an officer position which the Employee holds with the Company or, if the Employee is employed by a Subsidiary or Affiliate, with the
Subsidiary or Affiliate, held by the Employee immediately prior to the Change of Control, except in connection with promotions to higher office; 

  

	 	(iv)	any involuntary reduction in the aggregate compensation level of the Employee including, but not limited to, base salary, annual and long term incentive opportunity, and
supplemental executive retirement plans, as in effect immediately prior to the Change of Control; 

  

	 	(v)	requiring the Employee to become based at any office or location more than the minimum number of miles required by the Code for the Employee to claim a moving expense deduction,
from the office or location at which the Employee was based immediately prior to such Change of Control, except for travel reasonably required in the performance of the Employee’s responsibilities; and 

  

	 	(vi)	the Employee being required to undertake business travel to an extent substantially greater than the Employee’s business travel obligations immediately prior to the Change of
Control. 

 (h) “Related Company” shall mean (i) any corporation that is a member of a controlled group of
corporations (as defined in Code Section 414(b)) that includes the Company; and (ii) any trade or business (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with the Company. For purposes
of applying Code §§ 414(b) and (c), 25% is substituted for the 80% ownership level. 
 (i) “Separation from
Service”, shall mean the date that Employee separates from service within the meaning of Internal Revenue Code Section 409A. Generally, Employee separates from service if Employee dies, retires, or otherwise has a Separation from Service
with the Company, determined in accordance with the following: 
  

	 	(i)	 Leaves of Absence. The employment relationship is treated as continuing intact while Employee is on military leave, sick leave, or other bona fide leave of
absence if the period of such leave does not exceed six (6) months, or, if longer, so long as Employee retains a right to reemployment with the Company under an applicable statute or by contract (including but not limited to this Agreement). A
leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that Employee will return to perform services for the Company. If the period of leave exceeds six (6) months and Employee does not retain a
right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six (6) month period. Notwithstanding the foregoing, where a leave of absence is
due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to 



  

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last for a continuous period of not less than six (6) months, where such impairment causes Employee to be unable to perform the duties of his or her
position of employment or any substantially similar position of employment, a twenty nine (29) month period of absence shall be substituted for such six (6) month period. 


  

	 	(ii)	Dual Status. Generally, if Employee performs services both as an employee and an independent contractor, Employee must separate from service both as an employee, and as an
independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if Employee provides services to the Company as an employee and as a member of the Board, and if any plan in
which such person participates as a Board member is not aggregated with this Agreement pursuant to Treasury Regulation section 1.409A 1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether
Employee has a separation from service as an employee for purposes of this Agreement. 

  

	 	(iii)	Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and Employee
reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Employee would perform after such date (whether as an employee or as an independent contractor except as provided in
clause (ii) above) would permanently decrease to no more than twenty (20) percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in clause (ii) above) over
the immediately preceding thirty six (36) month period (or the full period of services to the Company if Employee has been providing services to the Company less than thirty six (36) months). For periods during which Employee is on a paid
bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this clause (iii) Employee is treated as providing bona fide services at a level equal to the level of services that Employee would have
been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which Employee is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of
this clause (iii) (including for purposes of determining the applicable thirty six (36) month (or shorter) period). 

 (j) “Subsidiary” shall mean any corporation in which the Company, directly or indirectly, owns at least a fifty percent (50%) interest or an unincorporated entity of which the Company, directly or indirectly, owns at least
fifty percent (50%) of the profits or capital interests. 
 (k) “Termination Date” shall mean the effective date of the
Employee’s Separation from Service, as specified in the Notice of Termination. 
  

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 2. Notice of Termination. Any Separation from Service upon or following a Change of Control
shall be communicated by a Notice of Termination to Employee given in accordance with Section 15 hereof. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific provision
in this Agreement relied upon, (ii) briefly summarizes the facts and circumstances deemed to provide a basis for Employee’s Separation from Service under the provision so indicated, and (iii) if the Termination Date is other than the
date of receipt of such notice, specifies the Termination Date (which date shall not be more than 15 days after the giving of such notice). 
 3. Severance Compensation upon Separation from Service. 
 (a) Subject to the provisions of Section 9 hereof and
further subject to Employee executing and not revoking a release of claims substantially in the form set forth as Exhibit A to this Agreement and the period to revoke such release expiring within sixty (60) days following Employee’s
Separation from Service, in the event of Employee’s involuntary Separation from Service initiated by the Company or a Subsidiary or Affiliate for any reason other than Cause or in the event of a Good Reason Termination, in either event upon or
within three years after a Change of Control, Employee shall receive the following amounts in lieu of any severance compensation and benefits under the Company’s severance plan: 
  

	 	(i)	The Company shall pay to Employee a lump sum cash payment, within thirty days of the Termination Date, equal to [one (1)/two (2)/three (3)] multiplied by the sum of
(1) Employee’s annual base salary plus (2) the greater of (x) the highest annual cash bonus paid to Employee for the three (3) full fiscal years of the Company preceding the fiscal year in which the Change of Control occurs
or (y)     % [Employee’s target bonus as % of salary] of Employee’s annual base salary for the fiscal year in which the Change of Control occurs. The annual base salary for purposes of item
(1) in the preceding sentence shall be Employee’s highest annual base salary as of or after the Change of Control. 

  

	 	(ii)	 During the Continuation Period, the Employee shall continue to be entitled to participate in the medical and dental, disability, basic life insurance and
supplemental life insurance plans of the Company or Subsidiary or Affiliate (to the extent such benefits remain in effect for other executives of the Company from time to time during the Continuation Period) based upon the amount of benefit provided
to the Employee as of the Employee’s Separation from Service. The Employee shall be responsible for making required contributions, on an after-tax basis, at the rate required of all executive employees at the time of the Participant’s
Separation from Service or thereafter, except for the medical and dental coverage. For the medical and dental coverage, the Employee shall be required to contribute, on an after-tax basis, the premium (“COBRA Premium”) determined for the
plan under Section 4980B(f) of the Code. The Company shall pay to the Employee a single lump sum payment equal to the present value of the cost of the medical and dental coverage (assuming family coverage and a reasonable increase in the COBRA




  

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Premium) plus an amount necessary so that the net amount received by the Employee after deducting any federal, state and local income tax and employment tax
will equal the present value of the cost of such coverage. For purposes of determining the amount of this additional payment, the Employee shall be deemed to pay federal income tax and employment tax at the highest marginal rate of federal income
and employment taxation in the calendar year in which such payment is made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Employee’s residence on the Termination Date. If it is not
possible to continue the disability, basic life and supplemented life insurance coverage without violation of or noncompliance with tax (including Code Section 409A), legal or insurance requirements, the Company shall pay to the Employee a
single lump sum payment equal to the present value of the cost of such coverage for the Continuation Period on the first day on which severance compensation is paid pursuant to subsection (b) below; provided that if payment in a lump sum would
cause taxation under Code Section 409A, the Company shall pay the cost of such coverage for each calendar year (or portion thereof) that falls within the Continuation Period on the first business day during each such calendar year (or portion
thereof) on which payment can be made without causing taxation under Code Section 409A. 


  

	 	(iii)	If the Employee participants in one or more non-qualified Company defined benefit pension plans (“Nonqualified Pension Plan”), the Company shall adjust the benefit payable
thereunder by adding three (3) years to the number of years of service and the Employee’s age for all purposes under the Nonqualified Plan. [This pension benefit is not included in Mr. Rodkin’s agreement; Mr. Rodkin receives
the pension benefit provided by his Employment Agreement dated August 31, 2005, as amended.] The benefits provided under this Subsection shall be paid either from a “rabbi trust” related to a Company nonqualified pension plan or from
the general assets of the Company. The supplemental pension benefits payable under this Subsection shall be unfunded. Within sixty (60) days following the Termination Date, an amount equal to the net present value (determined in good faith by
the Plan Administrator under the Company’s Nonqualified Pension Plan) of the supplemental pension benefit shall be deposited, in one lump sum payment, in a trust in the form of the model grantor trust contained in IRS Revenue Procedure 92-64,
which trust is incorporated by reference; provided, however, that such deposit shall be made only to the extent it has not otherwise been made by the Company. The acquiror, the Company and its subsidiaries shall make up any supplemental pension
benefit payments the Employee does not receive under the trust, e.g., if the funds in the trust are insufficient to make the payments due to insufficient earnings in the trust. The trustee of such trust shall be a national or state chartered bank.


  

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	 	(iv)	If the Employee participates in the qualified and/or nonqualified ConAgra Foods Retirement Income Savings Plan (“CRISP”), the Employee shall receive a supplemental credit
to his nonqualified CRISP “Account” equal to three (3) multiplied by the maximum employer contribution that the Employee could have received under the qualified and nonqualified CRISP (or any successor plan) in the year that includes
the Termination Date, assuming that the Employee contributed the maximum amount allowed to CRISP (or the successor plan). 

  

	 	(v)	Subject to Section 10A, the Company, at its expense, shall provide reasonable outplacement assistance to the Employee through the end of the second calendar year beginning
after the Termination Date from a professional outplacement assistant firm which is reasonably suitable to the Employee and commensurate with the Employee’s position and responsibilities. In no event shall the amount expended with outplacement
assistance for the Employee exceed Thirty Thousand Dollars ($30,000). 

 (b) Except as otherwise set forth in Section 9,
the amounts described in subsections 3(a) (i) and (ii) above shall be paid within thirty (30) days after the Termination Date. 
 4. Other Payments. Upon any Separation from Service entitling the Employee to payments under this Agreement, the Employee shall receive all accrued but unpaid salary and all benefits (other than severance benefits) accrued and
payable under any plans, policies and programs of the Company and its Subsidiaries or Affiliates. 
 5. Interest;
Enforcement. 
 (a) If payment of the amounts described in Section 3 or Section 10 is delayed pursuant to
Section 409A of the Code, the Company shall pay interest at the rate described below on the postponed payments from the Employee’s Termination Date to the date on which such amounts are paid. If the Company shall fail or refuse to pay any
amounts due the Employee under Section 3 or 10 on the applicable due date, the Company shall pay interest at the rate described below on the unpaid payments from the applicable due date to the date on which such amounts are paid. Interest shall
be credited at an annual rate equal to the rate announced by Wells Fargo & Company (or its successor) as its “prime rate” as of the Employee’s Termination Date, plus one percent (1%), compounded annually. 
 (b) The Employee shall not be required to incur any expenses associated with the enforcement of the Employee’s rights under this Agreement by
arbitration, litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Employee hereunder. Accordingly, the Company shall pay the Employee on demand the amount
necessary to reimburse the Employee in full for all reasonable expenses (including all attorneys’ fees and legal expenses) incurred by the Employee in enforcing any of the obligations of the Company under this Agreement. The Employee shall
notify the Company of the expenses for which the Employee demands reimbursement within sixty (60) days after the Employee receives an invoice for such expenses, and the Company shall pay the reimbursement amount within fifteen (15) days
after receipt of such notice, subject to Section 10A. 
  

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 6. No Mitigation. The Employee shall not be required to mitigate the amount of any payment
or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise. 
 7. Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit the Employee’s continuing or future participation in or
rights under any benefit, bonus, incentive or other plan or program provided by the Company, or any of its Subsidiaries or Affiliates, and for which the Employee may qualify, except as provided in this Agreement. 
 8. No Set Off. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Employee or others. 
 9. Taxation. 
 (a)
Notwithstanding anything contained in this Agreement to the contrary, if the Employee is a “specified employee” (determined in accordance with Code Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) as of the date of
Separation from Service (other than a Separation from Service due to death), then (i) any such payment, benefit or entitlement (the “Postponed Benefit”) that is payable during the first six months following the date of Separation from
Service shall be paid or provided to the Employee, together with accrued interest as described in Section 5, in a lump sum cash payment to be made on the earlier of (a) the Employee’s death or (b) the first business day (or
within 30 days after such first business day) of the seventh calendar month immediately following the month in which the date of Separation from Service occurs (the “Postponement Period”); and (ii) an amount equal to the Postponed
Benefit plus an estimate of the interest to be paid shall be deposited, as of the date the Postponed Benefit would have been paid but for this section, in a trust in the form of the model grantor trust contained in IRS Revenue Procedure 92-64, which
trust is incorporated by reference. If the Employee dies during the Postponement Period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code, with accrued interest as described in Section 5 below,
shall be paid to the personal representative of the Employee’s estate within sixty (60) days after the date of the Employee’s death. Payments under this Agreement shall be made by mail to the last address provided for notices to the
Employee pursuant to Section 16 of this Agreement. Further notwithstanding anything in this Agreement to the contrary, the Company shall attempt in good faith not to take any action, or refrain from taking any action that would result in the
imposition of tax, interest and/or penalties upon the Employee under 409A. The parties acknowledge that the requirements of 409A are ambiguous in certain respects. If the Company has acted or refrained from acting in good faith as required by this
Section 9, it will not be responsible for any consequences of failure to comply with 409A. 
  

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 (b) All payments under this Agreement shall be subject to all requirements of the law with regard to tax
withholding and reporting and filing requirements, and the Company shall use its best efforts to satisfy promptly all such requirements. 
 10. Additional Payment. 
 (a) Except as otherwise provided in subsection (b) below, in the event that it shall be
determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, the Company shall pay to the Employee an additional amount (the
“Additional Payment”) such that the net amount retained by the Employee after deduction of any Excise Tax and Expenses (as defined below), and any federal, state and local income tax, employment tax and Excise Tax and Expenses imposed upon
the Additional Payment, shall be equal to the Payment. The term “Excise Tax and Expenses” means the excise tax imposed under Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.
Notwithstanding the foregoing, provided the Company complies with Section 9, the Additional Payment shall not include any taxes imposed under Code Sections 409A(a)(1)(B) and 409A(b)(5). 
 (b) Notwithstanding the foregoing, the Gross Up Payment described in subsection (a) shall not be paid to the Employee if the aggregate Parachute
Value (as defined below) of all Payments does not exceed one hundred ten percent (110%) of the Safe Harbor Amount (as defined below). The “Parachute Value” of a Payment is the present value as of the date of the Change of Control of
the portion of the Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm (as defined below) in accordance with Section 280G(b)(2) of the Code. The “Safe
Harbor Amount” is the maximum dollar amount of payments in the nature of compensation that are contingent on a Change of Control (as described in Section 280G of the Code) and that may be paid or distributed to the Employee without
imposition of the Excise Tax. 
 (c) In the event that the Company does not pay a Gross Up Payment as a result of subsection (b), the
aggregate present value of the Payments under the Agreement shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be an amount express in present value which maximizes the aggregate present value of
Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax, determined in accordance with Section 280G(d)(4) of the Code. Any required reduction in the Payments pursuant to the foregoing shall
be accomplished first by reducing the lump sum severance payment payable pursuant to Section 3(a)(i) of the Agreement, then (to the extent reduction of the Section 3(a)(i) payment is not adequate) by reducing the additional Nonqualified
Pension Plan accrued benefit provided pursuant to Section 3(a)(iii), and finally by reducing (to the extent reduction of the Section 3(a)(i) and 3(a)(ii) amounts is not adequate) by reducing the additional NQ CRISP credit provided pursuant
to Section 3(a)(iv). 
 (d) All determinations to be made under this Section 10 shall be made by an independent registered public
accounting firm selected by the Company immediately prior to the 

  

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Change of Control (the “Accounting Firm”), which shall provide its determinations and any supporting calculations both to the Company and the
Employee within ten (10) days of the Change of Control. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. 
 (e) The Company shall pay the applicable Additional Payment as and when the Excise Tax and Expenses are incurred on a Payment, subject to Section 10A. The Additional Payment shall be paid in accordance with
Section 409A of the Code, to the extent applicable. If the amount of an Additional Payment cannot be fully determined by the date on which the applicable portion of the Payment becomes subject to the Excise Tax and Expenses (“Payment
Date”), the Company shall pay to the Employee by the Payment Date an estimate of such Additional Payment, as determined by the Accounting Firm, and the Company shall pay to the Employee (or the Employee shall pay to the Company) any difference
between the estimated payment and the actual Additional Payment due hereunder (if any) as soon as the amount can be determined, but in no event later than twenty (20) days before Employee is obligated to remit the Excise Tax and Expenses.

 (f) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section shall be borne solely
by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to this Section, except for claims, damages or
expenses resulting from the gross negligence or willful misconduct of the Accounting Firm. 
 10A. Reimbursements. Any
reimbursements, or gross-ups or in-kind benefits to be provided pursuant to this Agreement (including but not limited to Sections 3(a)(v), 5(b) and 10) that are taxable to Employee shall be subject to the following restrictions: (a) each
reimbursement or gross-up must be paid no later than the last day of the Employee’s tax year following the Employee’s tax year during which the expense was incurred or tax was remitted, as the case may be; (b) the amount of expenses
or taxes eligible for reimbursement, or in kind benefits or gross-ups provided, during a tax year of the Employee may not affect the expenses or taxes eligible for reimbursement, or in-kind benefits or gross-ups to be provided, in any other tax year
of the Employee; (c) the period during which any reimbursement or gross-up may be paid or in-kind benefit may be provided is the later of ten years after termination of this Agreement or in the case of reimbursements or gross-ups related to any
Excise Tax and Expense, the expiration of all applicable statutes of limitation for the collection of such Excise Tax and Expense; and (d) the right to reimbursement, gross-up or in-kind benefits is not subject to liquidation or exchange for
another benefit. 
 11. Term. This Agreement shall commence on the date hereof and, unless there is a Change of Control, shall
continue until the earliest of (a) the Employee’s termination of employment as a full-time employee of the Company, (b) the date the Employee enters into a written separation agreement with the Company; or (c) the date when this
Agreement is terminated by the Company in accordance with the next sentence. If a Change of Control has not occurred, then the Company shall have the right at any time to terminate this Agreement by giving the Employee six (6) months prior
written notice of termination of this Agreement. If a Change of Control occurs at any time prior to the termination of this Agreement pursuant to the preceding, this Agreement shall terminate on the third anniversary of such Change of Control.

  

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 12. Confidentiality. The Employee acknowledges that during the Employee’s employment
with the Company or any of its Affiliates, the Employee will acquire, be exposed to and have access to, non-public material, data and information of the Company and its Affiliates and/or their customers or clients that is confidential, proprietary,
and/or a trade secret (“Confidential Information”). At all times, both during and after the Term, the Employee shall keep and retain in confidence and shall not disclose, except as required and authorized in the course of the
Employee’s employment with the Company or any of its Affiliates, to any person, firm or corporation, or use for his or her own purposes, any Confidential Information. For purposes of this Agreement, such Confidential Information shall include,
but shall not be limited to: sales methods, information concerning principals or customers, advertising methods, financial affairs or methods of procurement, marketing and business plans, strategies (including risk strategies), projections, business
opportunities, inventions, designs, drawings, research and development plans, client lists, sales and cost information and financial results and performance. Notwithstanding the foregoing, “Confidential Information” shall not include any
information known generally to the public (other than as a result of unauthorized disclosure by the Employee or by the Company or its Affiliates). The Employee acknowledges that the obligations pertaining to the confidentiality and non-disclosure of
Confidential Information shall remain in effect for a period of five (5) years after the Employee’s Separation from Service, or until the Company or its Affiliates has released any such information into the public domain, in which case the
Employee’s obligation hereunder shall cease with respect only to such information so released into the public domain. The Employee’s obligation under this Section 12 shall survive any Separation from Service. If the Employee receives
a subpoena or other judicial process requiring that he or she produce, provide or testify about Confidential Information, the Employee shall notify the Company and cooperate fully with the Company in resisting disclosure of the Confidential
Information. The Employee acknowledges that the Company has the right either in the name of the Employee or in its own name to oppose or move to quash any subpoena or other legal process directed to the Employee regarding Confidential Information.

 13. Incentive Payments Upon Change of Control. Upon a Change of Control that qualifies under 409A as a “change in
ownership,” “change in effective control” or “change in ownership of a substantial portion of the assets,” in each case with respect to the Company, the Company may, at the Board’s, or the Human Resources
Committee’s, as the case may be, sole and absolute discretion, pay the Employee all or a portion of the Employee’s Short and/or Long Term Incentive for the Company fiscal year in which the Change of Control occurs. The amounts paid may be
based upon (a) a proration of the Employee’s target incentives for the fiscal year, (b) a proration of the projected incentives at the time of the Change of Control, or (c) a pro rata amount computed at the end of the fiscal
year. Any proration shall be based upon the number of completed months elapsed in the fiscal year since the Change of Control. 
 14.
Successor Company. The Company shall require any successor or successors (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and
substance satisfactory to the Employee, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally 

  

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obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such
succession or successions had taken place. Failure of the Company to notify the Employee in writing as to such successorship, to provide the Employee the opportunity to review and agree to the successor’s assumption of this Agreement or to
obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company shall mean the Company as defined above and any such successor or successors to its business or
assets, jointly and severally. 
 15. Notice. All notices and other communications required or permitted hereunder or necessary
or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, as follows: 
 If to the Company, to: 
 ConAgra Foods, Inc.

 One ConAgra Drive 
 Omaha, NE
68102-5094 
 Attention: Corporate Secretary 
 If to the Employee, to the most recent address provided by the Employee to the Company or a Subsidiary or Affiliate for payroll purposes, or to such other address as the Company or the Employee, as the case may be,
shall designate by notice to the other party hereto in the manner specified in this Section; provided, however, that if no such notice is given by the Company following a Change of Control, notice at the last address of the Company or any successor
pursuant to Section 14 shall be deemed sufficient for the purposes hereof. Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five (5) days after deposit, postage prepaid, with the U.S.
Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service. 
 16. Contents of Agreement; Amendment. This Agreement supersedes all prior agreements with respect to the subject matter hereof (including without limitation the Change of Control Agreement in effect between the Company or a
Subsidiary or Affiliate and the Employee) and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof. This Agreement cannot be amended except pursuant to approval by the Company’s Board of
Directors and a written amendment executed by the Employee and the Chair of the Company’s Board of Directors. The provisions of this Agreement may require a variance from the terms and conditions of certain compensation or bonus plans under
circumstances where such plans would not provide for payment thereof in order to obtain the maximum benefits for the Employee. The parties intend that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and
such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Company’s Board of Directors. 
  

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 17. No Right to Continued Employment. Nothing in this Agreement shall be construed as
giving the Employee any right to be retained in the employ of the Company or a Subsidiary or Affiliate. 
 18. Governing Law.
This Agreement shall be governed by and interpreted under the laws of the State of Delaware without giving effect to any conflict of laws provisions. 
 19. Successors and Assigns. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and
assigns of the parties hereto, except that the duties and responsibilities of the Employee and the Company hereunder shall not be assignable in whole or in part. 
 20. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application. 
 21. Remedies Cumulative; No Waiver. No right conferred upon the Employee by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be
cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by the Employee in exercising any right, remedy or power hereunder or existing at law or in
equity shall be construed as a waiver thereof. 
 22. Miscellaneous. All Section headings are for convenience only. This
Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	 EMPLOYEE:
	 	CONAGRA FOODS, INC.
		
	  
	 	  

	 [NAME]
	 	 [NAME]


  

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 EXHIBIT A 
 WAIVER AND RELEASE OF CLAIMS 
 In consideration of, and subject to, the payment to be made to me by
                             (the “Employer”) of the payments and benefits provided by
Change of Control Agreement, dated as of                             , entered into between me and the
Company (the “Agreement”), I hereby waive any claims I may have for employment or re-employment by the Employer or any parent or subsidiary of the Employer after the date hereof, and I further agree to and do release and forever discharge
the Employer and any parent or subsidiary of the Employer, and their respective past and present officers, directors, shareholders, insurers, employees and agents from any and all claims and causes of action, known or unknown, arising out of or
relating to my employment with the Employer or any parent or subsidiary of the Employer, or the termination thereof, including, but not limited to, wrongful discharge, breach of contract, tort, fraud, the Civil Rights Acts, the Age Discrimination in
Employment Act, the Employee Retirement Income Security Acts, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, or any other federal, state or local legislation or common law relating to employment or discrimination in
employment or otherwise. 
 Notwithstanding the foregoing or any other provision hereof, nothing in this Waiver and Release of Claims shall adversely affect
(i) my rights to payment and benefits under the Agreement; (ii) my rights to benefits other than severance payments or benefits under plans, programs and arrangements of the Employer or any parent or subsidiary of the Employer; or
(iii) my rights to indemnification under any indemnification agreement, applicable law or the certificates of incorporation or bylaws of the Employer or any parent or subsidiary of the Employer, (iv) my rights under any director’s and
officers’ liability insurance policy covering me, (v) my workers compensation rights, or (vi) my unemployment insurance rights. 
 I
acknowledge that I have signed this Waiver and Release of Claims voluntarily, knowingly, of my own free will and without reservation or duress, and that no promises or representations have been made to me by any person to induce me to do so other
than the promise of payment set forth in the first paragraph above and the Employer’s acknowledgment of my rights reserved under the second paragraph above. 
 I understand that this release will be deemed to be an application for benefits under the Agreement and that my entitlement thereto shall be governed by the terms and conditions of the Agreement and any applicable plan. I expressly hereby
consent to such terms and conditions. 
 I acknowledge that I have been given not less than forty-five (45) days to review and consider this Waiver and
Release of Claims (unless I have signed a written waiver of such review and consideration period), and that I have had the opportunity to consult with an attorney or other advisor of my choice and have been advised by the Company to do so if I
choose. I may revoke this Waiver and Release of Claims seven (7) days or less after its execution by providing written notice to the Employer. 
 I
acknowledge that it is my intention and the intention of the Employer in executing this Waiver and Release of Claims that the same shall be effective as a bar to each and every claim, demand 

  

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and cause of action hereinabove specified. In furtherance of this intention, I hereby expressly waive any and all rights and benefits conferred upon me by
the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE, to the extent applicable to me, and expressly I consent that this Waiver and Release of Claims shall be given full force and effect according to each and all of its express terms and
provisions, including as well those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides:

 “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 KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 
 I acknowledge that I may
hereafter discover claims or facts in addition to or different from those which I now know or believe to exist with respect to the subject matter of this Waiver and Release of Claims and which, if known or suspected at the time of executing this
Waiver and Release of Claims, may have materially affected this settlement. 
 Finally, I acknowledge that I have read this Waiver and Release of Claims and
understand all of its terms. 
  

			
	  
	 	
	Signature of Employee	 	
		
	  
	 	
	 Printed Name
	 	
		
	  
	 	
	 Date Signed
	 	

  

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