STOCK OPTION AGREEMENT
CONAGRA FOODS, INC.
Stock
Option Agreement, hereinafter referred to as the "Option" or the
"Agreement" made on the 31st day of August,
2005, between ConAgra Foods, Inc., a
Delaware Corporation (the "Company") and
the Optionee.
1. Grant of
Option. The Company
hereby grants an Option on shares of
the
Company's common stock ("Common Stock") to
the Optionee, as follows:
Optionee:
GARY M. RODKIN
Number of Shares:
1,000,000
Exercise Price Per Share: $22.83
Date of Grant: August
31, 2005
Plan Name: The ConAgra
2000 Stock Plan
Type of Option:
Nonstatutory
2. Definitions:
Terms not otherwise
defined herein shall have the meanings
ascribed to them in an Employment Agreement
between the Company and the Optionee
dated effective as of August 31, 2005 (the
"Employment Agreement").
IN WITNESS
WHEREOF, the Company and the Optionee have caused this
Agreement
to be executed effective as of the date
first written above. The Company and the
Optionee acknowledge that this Agreement includes seven pages including this
page. The Optionee acknowledges reading and
agreeing to all seven pages.
CONAGRA FOODS, INC.
OPTIONEE
By: /s/ Carl E. Reichardt
/s/ Gary M. Rodkin
----------------------------
---------------------------
Chairman, Human Resources Committee
GARY M. RODKIN
<PAGE>
3. Exercise of Option. This Option shall be vested and
exercisable
with
respect to forty percent (40%) of such options on May 27,
2007; an
additional
thirty percent (30%) of such options on May 25,
2008; and the balance
of such
options on May 31, 2009. 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. 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, except
as provided in (v)
and (vi) below. The
options that may be exercised are those that
are vested at the time such termination of employment occurs;
(iii) for a period ending three (3) years after the Optionee
qualifies
for and takes Early Retirement. 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;
(v) In the event of Optionee's death, Permanent Disability,
termination by
the Company without Cause, or voluntary
termination of
employment
by Optionee
with Good Reason,
this
Option shall
become fully vested and exercisable during the
remainder of the term of the Option; and
(vi) In the
event the Company terminates the employment of the
Optionee with
Cause, this Option shall terminate and all
unexercised options shall lapse.
(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 valued at fair market
value (as defined in the Plan).
(c) Restrictions
on Exercise. As a condition to 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 by a reduction of the number of shares to
be delivered to
the Optionee upon exercise.
4. Cancellation
of Options. Except as
otherwise provided herein, upon the
Optionee's termination of employment,
unvested
