EMPLOYMENT AGREEMENT
AGREEMENT made
by and between ConAgra Foods, Inc., a Delaware corporation
("Company"), and Gary M. Rodkin ("Executive") dated August 31, 2005 (the
"Agreement Date").
The Board of
Directors of the Company ("Board") has determined
that it is
in the best interests of the Company to obtain and retain the services of
Executive. In order to accomplish this objective, the Board has caused the
Company to enter into this Agreement.
NOW, THEREFORE, it is agreed as
follows:
1. Term of Employment. Executive's term of employment under this Agreement
shall commence
on the Agreement Date and shall continue in accordance with
the terms hereof
until a termination of Executive's employment.
2. Position and Duties.
2.1 Position. On October 1, the Executive will
become President and Chief
Executive Officer
of the Company and Executive shall have the
customary powers,
responsibilities and
authorities of presidents and
CEOs of corporations
of the size, type and
nature of the Company and
as provided in the Company's by-laws. Executive's office shall be at
the principal executive offices of the Company in Omaha,
Nebraska.
2.2 Duties. Executive shall devote his full working time and
efforts to
the performance
of the duties outlined above. Executive may,
consistent with
his duties hereunder, engage in charitable and
community affairs, manage his personal investments and (subject to
the
prior approval of the
Board) serve on the board of directors of other
companies.
3. Compensation.
3.1 Base Salary. The Company shall pay Executive a Base Salary
("Base
Salary") at the rate of $1,000,000 per annum. The Base Salary shall
be
payable in accordance
with the ordinary payroll practices of the
Company. Executive's
rate of Base Salary shall be reviewed for
possible increases
by the Board at least annually, and any such
increased amount shall become the Base Salary hereunder.
3.2 Annual Incentive Bonus. Executive shall be entitled to receive an
annual bonus under the
Company's Executive Annual Incentive Plan
("Annual Bonus Plan"), or any successor plan subsequently available
to
senior executive officers. Executive's target bonus
opportunity under
the Annual Bonus Plan shall not be less than 200% of Executive's
Base
Salary. The
performance
goals with respect to such target bonus
opportunity shall be
established
annually by the Human Resources
Committee of the Board on a basis consistent with the establishment
of
such performance
goals for other
senior executive officers of the
Company. Executive's
annual bonus for fiscal year 2006 shall be no
less than his target bonus.
3.3 Long Term Senior Management
Incentive Plan.
(a) In lieu of participation in the Company's Long-Term Senior
Management Incentive
Program ("LTSMIP") for fiscal year 2006, on
May 26, 2006,
the Company
will grant to
Executive options to
acquire 480,000
shares of Company
common stock. The exercise
price of such options shall be the closing price of the
Company's
common stock on the New York Stock Exchange ("NYSE") on May 26,
2006. Subject to
earlier vesting as may be provided herein or in
the award agreement, one hundred ninety-two thousand (192,000)
of
such options shall vest and become exercisable on May 27, 2007;
144,000 of such options shall vest and become exercisable on May
25, 2008; and the
balance of such options shall vest and become
exercisable on May 31, 2009, in all events subject to
Executive's
continued employment on such dates. Such options shall be
granted
pursuant to a stock
option agreement in the form of the stock
option agreement referenced in Section 3.4.
(b) Beginning with
fiscal year 2007,
Executive shall
participate in
the LTSMIP or any
successor plan at levels determined by the
Human Resource
Committee
of the Board of Directors and
commensurate with Executive's position.
3.4 Stock Option Grant. Pursuant to the stock option
agreement entered
into as of the
Agreement Date,
the Company
will grant to
Executive
upon execution of this Agreement options to acquire 1,000,000 shares
of Company common
stock. The exercise
price of such options
will be
the closing price of
the Company's
common stock on the NYSE on the
date of grant. Subject to earlier vesting as may be provided herein
or
in the award
agreement,
four hundred thousand (400,000) of such
options shall vest and become exercisable on May 27, 2007;
300,000 of
such options shall vest and become exercisable on May 25, 2008; and
the balance of such options shall vest and become exercisable on May
31, 2009, in all events subject to Executive's continued employment
on
such dates.
4. Other Benefits.
4.1 Employee Benefit Plans. The Company shall provide
Executive and his
eligible dependents with coverage under all employee benefit
programs,
plans and practices,
in accordance with the terms thereof, which the
Company makes
available to senior executive officers (including
qualified
and non-qualified plans) in accordance with Company
policies. This will
include vacation
benefits pursuant to standard
Company vacation
policy, but not less than four weeks per
calendar
year.
4.2 Non-Qualified Plans. The Executive will participate in
the Company's
Non-Qualified Pension Plan (the "Non-Qualified Plan") and
Non-Qualified CRISP Plan ("Non-Qualified CRISP Plan"). For purposes
of
the Non-Qualified
Plan, except as set forth below, (i) years of
service for purposes
of calculating
benefits will be credited at a
three-for-one rate until Executive has service credit of thirty
years,
and (ii) annual pensionable earnings shall be no less than
$3,000,000.
Notwithstanding
the foregoing,
(x) in the event of voluntary
termination or
retirement prior to
attainment of age 60, a crediting
rate of two-for-one shall apply in lieu of the three-for-one rate,
(y)
the Board must approve a voluntary termination or retirement before
the fifth anniversary
of the Agreement Date and, in the event of such
termination or retirement without approval by the Board, the
Executive
will not be entitled to any benefits under the Non-Qualified Plan or
the Non-Qualified
CRISP Plan, and (z)
the amount of benefit
payable
under the
Non-Qualified Plan
shall be subject to offset for benefits
paid or payable to
Executive under any Pepsi supplemental pension
retirement plan.
Such offset shall be determined by converting
benefits under both
such plans to lump sum
equivalent values
which
shall be determined by applying the actuarial assumptions and methods
used by the Company for purposes for determining the lump sum
benefit
payments under the Non-Qualified Plan. In the event of termination
for
"Cause", the Executive
will not be entitled to any benefits under the
Non-Qualified Plan or the Non-Qualified CRISP Plan.
4.3 Directors and Officers Liability
Coverage. Executive shall be entitled
to the same coverage
under the Company's directors and officers
liability insurance
policies as is available to senior executive
officers and directors
with the Company.
In any event,
the Company
shall indemnify and
hold Executive
harmless, to the fullest extent
permitted by the laws of the State of Delaware, from and against all
costs, charges and
expenses (including
reasonable
attorneys' fees)
incurred or
sustained in connection with any action, suit or
proceeding to which Executive or his legal representatives may be
made
a party by reason of
Executive's being or
having been a director
or
officer of the Company or any of its affiliates or employee benefit
plans. The
provisions
of this subparagraph shall not be deemed
exclusive of
any other rights to which Executive seeking
indemnification may
have under any by-law, agreement, vote of
stockholders or
directors,
or otherwise. The provisions of this
paragraph shall
survive the
termination
of this Agreement for any
reason.
4.4 Expenses. Executive is authorized to incur reasonable expenses in
carrying out his duties under this Agreement, including expenses for
travel and similar
items related to such
duties. The Company
shall
reimburse Executive
for all such expenses upon presentation by
Executive from
time to time of an itemized account of such
expenditures. The
Company will pay all reasonable professional fees
and expenses incurred
by Executive in connection with the negotiation
and preparation of this Agreement.
4.5 Relocation. Executive will be provided full relocation benefits in
accordance with the Company's policy, subject to the following:
(a) Executive
will be provided temporary housing in Omaha at the
Company's expense in a corporate apartment (or equivalent
monthly
housing allowance) for the lesser of two years or until
Executive
purchases permanent housing in Omaha ("Interim Period");
(b) Executive
will be provided
commutation
travel for Executive
to
and from White Plains/Omaha during the Interim Period;
(c) To the extent that
any benefit provided
pursuant to this Section
4.5 is taxable to the
Executive, the
Company shall pay to the
Executive a full gross-up (except to the extent such
expenditures
by the Executive
may be deducted on the Executive's personal
income tax return and excluding gain on sale of home) so that
the
amounts paid by the Company, net of the Executive's taxes,
fully
cover the relevant expenses.
4.6 Security Policy. The Company's senior executive
security policy
will
apply to Executive, including use of corporate aircraft and
appropriate home security in Omaha.
4.7 Change of Control Benefits. The Executive will participate in the
Company's change
of control benefits programs and agreements
applicable to the Company's executive officers, as modified from time
to time; provided
that (i) the
severance benefit which may become
payable to
Executive upon or after a change of
control as defined
under such
program shall be no less than 2.99 times the sum of
Executive's Base
Salary plus target annual bonus as provided under in
Section 3.1 and 3.2
hereof, and (ii)
Executive will be entitled to
full tax gross up
(including
all taxes imposed on such gross up
payment) with
respect to excise taxes (including interest and
penalties related
thereto) imposed under Section 4999 of the Internal
Revenue Code with respect to any payments, distributions or benefits
paid or payable to or for the benefit of Executive pursuant to the
terms of this Agreement or otherwise; provided further, if the
benefits payable under
such change of control
benefits programs
are
duplicative of benefits provided under this Agreement,
the Executive
shall receive
only the most favorable benefits (determined on a
benefit by benefit basis) under one such program.
4.8 Stock Ownership. The Executive acknowledges and
agrees to comply with
the Company's
executive stock
ownership guidelines
as existing from
time to time, and which currently prohibit Executive from selling
any
shares of Company
common stock
except (i) shares,
the proceeds of
which are used to pay taxes resulting from the vesting or
exercise of
options, and (ii) sales, so long as, immediately following such sale,
Executive owns shares of Company common stock (as determined under
the
Company's share ownership guidelines, as modified from time to time)
with a value (as
determined
under the Company's share ownership
guidelines, as
modified from time to time) in excess of six times
Executive's annual Base Salary.
4.9 Post-Retirement Benefits.
(a) Upon termination
of employment following the fifth anniversary of
the Agreement Date,
or, if earlier, due to
death or disability,
or involuntary
termination without Cause or resignation for Good
Reason, Executive
will be deemed retiree eligible ("Retiree
Eligible") under
all pension (other than qu
