FORM OF
RESTRICTED STOCK UNIT AGREEMENT
CONAGRA FOODS 2009 STOCK PLAN
This Restricted
Stock Unit Agreement, hereinafter referred to as the
“Agreement” is made on the
day of
, 20
between ConAgra Foods, Inc., a Delaware corporation (“ConAgra
Foods”), and the undersigned [ as applicable:
employee/consultant] of the Company
(“Participant”).
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1.
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Award Grant.
ConAgra Foods hereby
grants Restricted Stock Units (“RSUs”, and each such
unit an “RSU”) to the Participant under the ConAgra
Foods 2009 Stock Plan (the “Plan”), as
follows:
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Participant :
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Employee
ID:
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Number of
RSUs :
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Date of
Grant:
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Vesting
Date :
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(“Settlement
Date”)
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The Settlement
Date is subject to modification for early settlement upon
termination as provided in Paragraph 3.
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Dividends: Dividend equivalents on the RSU will [ as
applicable: be paid to the Participant when regular, cash
dividends are declared and paid on the Stock/ be accumulated for
the benefit of the Participant and paid to the Participant upon
settlement of an RSU as regular, cash dividends are declared and
paid on the Stock / not be paid or accumulated.]
IN WITNESS
WHEREOF, ConAgra Foods and the Participant have caused this
Agreement to be executed effective as of the date first written
above. ConAgra Foods and the Participant acknowledge that this
Agreement includes six pages including this first page. The
Participant acknowledges reading and agreeing to all six pages and
that in the event of any conflict between the terms of this
Agreement and the terms of the Plan, the Plan shall
control.
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CONAGRA
FOODS, INC.
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PARTICIPANT
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Date
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39
2.
Definitions. Capitalized terms used herein without
definition have the meaning set forth in the Plan. The following
terms shall have the respective meanings set forth
below:
(a)
“Continuous Employment ” shall mean the absence of any
interruption or termination of employment with the Company and the
performance of substantial services. Except as set forth in
Section 3(c), 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.
(b) “
Early Retirement ” means terminating employment with
the Company when the Participant is (i) at least age 55, and
(ii) has at least ten years of vesting or credited service
with the Company.
(c)
“Normal Retirement” shall mean a Separation from
Service with the Company on or after attaining age [
applicable age, 65 or 62 to be inserted ].
(d) “
Separation from Service ” means the date that the
Participant “separates from service” within the meaning
of Section 409A of the Code. Generally, a Participant
separates from service if and only if the Participant dies,
retires, or otherwise has a termination of employment with the
Company, determined in accordance with the following:
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(i)
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Leaves of Absence
. The employment
relationship is treated as continuing intact while the Participant
is on military leave, sick leave, or other bona fide leave of
absence if the period of such leave does not exceed six months, or,
if longer, so long as the Participant retains a right to
reemployment with the Company under an applicable statute or by
contract. A leave of absence constitutes a bona fide leave of
absence only if there is a reasonable expectation that the
Participant will return to perform services for the Company. If the
period of leave exceeds six months and the Participant 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 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 last for a
continuous period of not less than six months, where such
impairment causes the Participant to be unable to perform the
duties of his or her position of employment or any substantially
similar position of employment, a twenty nine month period of
absence shall be substituted for such six month period.
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(ii)
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Dual Status . Generally, if a Participant
performs services both as an employee and an independent
contractor, such Participant 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 a Participant 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 the Participant has a separation from service as an
employee for purposes of this Agreement.
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(iii)
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Termination of Employment
. Whether a termination
of employment has occurred is determined based on whether the facts
and circumstances indicate that the Company and the Participant
reasonably anticipated that no further services would be performed
after a certain date or that the level of bona fide services the
Participant would perform after such date (whether as an employee
or as an independent contractor except as provided in
(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 (ii) above) over the immediately preceding
thirty-six month period (or the full period of services to the
Company if the Participant has been providing services to the
Company less than thirty-six months). For periods during which a
Participant is on a paid bona fide leave of absence and has not
otherwise terminated employment as described above, for purposes of
this paragraph (iii) the Participant is treated as providing bona
fide services at a level equal to the level of services that the
Participant would have been required to perform to receive the
compensation paid with respect to such leave of absence. Periods
during which a Participant is on an unpaid bona fide leave of
absence and has not otherwise terminated
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40
employment are
disregarded for purposes of this paragraph (iii) (including for
purposes of determining the applicable thirty-six month (or
shorter) period).
As used in
connection with the definition of “Separation from
Service,” Company includes ConAgra Foods and any other entity
that with ConAgra Foods constitutes a controlled group of
corporations (as defined in section 414(b) of the Code), or a group
of trades or businesses (whether or not incorporated) under common
control (as defined in section 414(c) of the Code), substituting
25% for the 80% ownership level for purposes of both 414(b) and
(c).
(e) “
Specified Employee ” is as defined under
Section 409A of the Code and Treasury Regulation
Section 1.409A-1(i).
(f) “
Successors ” shall mean the beneficiaries, executors,
administrators, heirs, successors and assigns of a
person.
(a)
Continuous Employment . Subject to the Plan and this
Agreement, if the Participant has been in Continuous Employment
through a Settlement Date (as set forth on Page1 or as modified by
the schedule set forth in Section 3(b)(iii)), then the Company
will issue to Participant one share of Stock on the Settlement Date
for each RSU subject to such Settlement Date.
(b)
Termination of Employment . If the
Participant’s employment with the Company shall terminate by
reason of:
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(i)
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Death or Normal
Retirement :
all RSUs granted pursuant to this Agreement shall become 100%
vested and the Settlement Date shall be a date not later than
thirty days after the death or Normal Retirement, subject to any
deferra
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