Exhibit 10.1


 


Stock Option Agreement Terms and Conditions


 


1.             Exercise
of Option. 
This Option shall be vested and exercisable with respect to
[generally:  forty percent (40%) on the last day
of the fiscal year following the grant; 
on the last day of the second fiscal year following the grant, an
additional thirty percent (30%); on the last day of the third fiscal year
following the grant, the remaining thirty percent (30%)].
All such installments shall vest and be exercisable from the commencement date
thereof and ending ten years after the date of this Agreement, all in
accordance with the terms of this Agreement. 
In the event of Change of Control, the Option granted pursuant to this
Agreement shall become immediately exercisable with respect to the full number
of shares subject to this Option notwithstanding the preceding.  Additionally, upon the death of the Optionee
while employed by ConAgra Foods, Inc. (the Company), or a subsidiary thereof,
or if the Optionee terminates employment with the Company, or a subsidiary
thereof, upon Normal Retirement (as defined in Paragraph 9(c) below), all
Options hereunder shall become 100% vested and exercisable.  The Option shall be subject to the
following:


(a)           Right
to Exercise. 
This Option shall be exercisable during the term of the Option, by the
Optionee:


(i)            while
the Optionee is in Continuous Employment with the Company;


(ii)           for
a period ending 90 days after the Optionee’s Continuous Employment terminates
for any reason.  The options that may be
exercised are those that are vested at the time termination of employment
occurs;


(iii)          for
a period ending three (3) years after the Optionee qualifies for and takes
Early Retirement; however, the Company, at the sole and absolute discretion of
the Human Resources Committee of the Board, may shorten or eliminate such
period.  The options that may be
exercised are those that are vested at the time Early Retirement occurs;


(iv)          for
a period ending three (3) years after the Optionee’s Normal Retirement from
Continuous Employment with the Company; and


(v)           for
a period of three (3) years after date of death (by the estate of the Optionee)
if the Optionee should die while in the Continuous Employment of the Company.


(b)           Method
of Exercise. 
This Option shall be exercisable by a written notice which shall:


(i)            state
the election to exercise the Option, the number of shares in respect of which
it is being exercised, the person in whose name the stock certificate or
certificates for such shares of Common Stock is to be registered, his/her
address and social security number;


(ii)           be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof satisfactory to counsel for the
Company of the right of such person or persons to exercise the Option.  Payment of the purchase price of any shares
with respect to which the Option is being exercised shall be by check, and
shall be delivered with notice of exercise; provided, however, at the election
of the Optionee, the amount equal to the purchase price may be paid, in whole
or in part, in Common Stock of the Company at fair market value.


(c)           Restrictions on Exercise. 
As a condition to his/her exercise of this Option, the Company may
require the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law or regulation.


(d)           Payment of Taxes Upon Exercise.  As a condition of the issuance of shares
hereunder, the Optionee agrees to remit to the Company at the time of exercise
of this Option any taxes required to be withheld by the Company under Federal,
state or local law as a result of the exercise.  The Optionee may remit such amount by check or in a reduction of
the number of shares exercised at fair market value to cover the required
taxes.


 


2.             Cancellation of Options.  Upon the Optionee’s termination of
employment, unvested options shall immediately cancel and any vested options
not exercised during the exercise period set forth in Paragraph 1(a) shall be
cancelled at the end of the exercise period.


 


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Exhibit 10.1


 


Stock Option Agreement Terms and Conditions


 


3.             Non-Transferability
of Option.  This Option may not be
assigned, transferred, pledged or hypothecated in any manner (otherwise than by
will or the laws of descent or distribution) nor may the Optionee enter into
any transaction for the purpose of, or which as the effect of, reducing the
market risk of holding the option by using puts, calls or similar financial
techniques.  This Option may be
exercised during the lifetime of the Optionee only by the Optionee.  The terms of this Option shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.


 


4.             Stock Subject to the Option.  If the Option should expire or become
unexercisable for any reason without having been exercised in full, any
unpurchased shares which were subject thereto shall once again be subject to
the grant of an Option pursuant to the Plan. 
The Company will not be required to issue or deliver any certificate or
certificates for shares to be issued hereunder until such shares have been
listed (or authorized for listing upon official notice of issuance) upon each
stock exchange on which outstanding shares of the same class are then listed
and until the Company has taken such steps as may, in the opinion of counsel
for the Company, be required by law and applicable regulations, including the
rules and regulations of the Securities and Exchange Commission, and State
Securities Laws and Regulations, in connection with the issuance or sale of
such shares, and the listing of such shares on each such exchange.  The Company will use its best efforts to
comply with any such requirements.


 


5.             Adjustments Upon Changes in
Capitalization.  If all or any
portion of the Option is exercised subsequent to any stock dividend, upon
subdivision, split-up, combination or reclassification of the Common Stock or a
merger or consolidation involving the Company, the Human Resources Committee of
the Board shall make equitable adjustment in the number of shares subject to
this Option and adjustment in the per share Option Price, provided, however,
that no fractional share shall be issued upon subsequent exercise of the Option
and the aggregate price paid shall be appropriately reduced on account of any
fractional share not issued.


 


6.             Notices.  Each notice relating to this Agreement shall
be in writing.  Each notice shall be
deemed to have been given on the date it is received.  Each notice to the Company shall be addressed to its principal
office in Omaha, Nebraska, attention to Corporate Compensation.  Each notice to the Optionee or any other
person or persons entitled to exercise the Option shall be addressed to the
Optionee’s address.  Anyone to whom a
notice may be given under this Agreement may designate a new address by notice
to the effect.


 


7.             Benefits of Agreement.  This Agreement shall inure to the benefit of
and be binding upon each successor of the Company.  All obligations imposed upon the Optionee and all rights granted
to the Company under this Agreement shall be binding upon the Optionee’s heirs,
legal representatives and successors. 
This Agreement shall be the sole and exclusive source of any and all
rights which the Optionee, his heirs and legal representatives or successors
may have in respect to the Plan or any Options or Common Stock granted or
issued thereunder whether to himself or to any other person.


 


8.             Resolution of Disputes.  Any dispute or disagreement which should
arise under or as a result of or in any way related to the interpretation,
construction or application of this Agreement will be determined by the Human
Resources Committee of the Board.  Any
determination made hereunder shall be final, binding and conclusive for all
purposes.  This Agreement and the legal
relations between the parties hereto shall be governed by and construed in
accordance with the laws of the state of Nebraska.


 


9.             Definitions.


(a)           Change of Control. 
Change of Control shall mean:


(i)            the acquisition (other than from the Company) by any
person, entity or “group,” within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934 (the “Exchange Act”), (excluding, for
this purpose, the Company or its subsidiaries, or any employee benefit plan of
the Company 


 


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Exhibit 10.1


 


Stock Option Agreement Terms and Conditions


 


or its
subsidiaries which acquires beneficial ownership of voting securities of the
Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 30% or more of either the then outstanding shares of
common stock or the combined voting power of the Company’s then outstanding
voting securities entitled to vote generally in the election of directors; or


(ii)           individuals who, as of the date hereof, constitute the
Board (as of the date hereof the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board, provided that any person becoming
a director subsequent to the date hereof whose election, or nomination for the
election by the Company’s 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


(iii)          consummation of a reorganization, merger or consolidation,
in each case, with respect to which persons who were the stockholders of the
Company immediately prior to such reorganization, merger or consolidation do
not, immediately thereafter, own more than 50% of the combined voting power
entitled to vote generally in the election of directors of the reorganized,
merged or consolidated company’s then outstanding voting securities, or a
liquidation or dissolution of the Company or of the sale of all or
substantially all of the assets of the Company.


(b)           Continuous Employment with the Company.  Continuous Employment with the Company shall
mean the absence of any interruption or termination of employment by the
Company or any parent or subsidiary of the Company which now exists or
hereafter is organized or acquired by the Company.  Continuous Employment shall not be considered interrupted in the
case of sick leave, Long Term Disability, military leave or any other leave of
absence approved by the Company or in the case of transfers between payroll
locations of the Company or between the Company, its parent or subsidiaries or
its successor.


(c)           Normal Retirement. 
Normal Retirement shall mean terminating employment with the Company or
its subsidiaries on or after attaining age 65.


(d)           Early Retirement. 
Early Retirement shall mean qualifying for and taking early retirement
under a pension plan (as defined in § 3(2) of the Employee Retirement
Income Security Act of 1974, as amended) that is sponsored by the Company or
its subsidiaries.  If the Optionee’s
employer does not have a pension plan, then the Company’s salaried pension plan
provisions for Early Retirement shall apply, which provide that the Optionee
must (a) be at least age 55, and (b) have at least ten years of Continuous
Employment with the Company.


 


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