Gary M. Rodkin

Amended and Restated Employment Agreement

Employment Agreement

Change in Contol

EX-10.15 16 dex1015.htm AMENDED & RESTATED EMPLOYMENT AGREEMENT---GARY M. RODKIN

Exhibit 10.15

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement is made by and between ConAgra Foods, Inc., a Delaware corporation (“Company”), and Gary M. Rodkin (“Executive”), the 25th day of September, 2008, but effective as of January 1, 2009 (the “Agreement Date”).

The Board of Directors of the Company (“Board”) and Executive desire to restate the August 31, 2005 Employment Agreement between the Company and Executive to comply with Internal Revenue Code (“Code”) Section 409A (“409A”) and to make certain other changes. 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 continue in accordance with the terms hereof until a termination of Executive’s employment.

 

2.

Position and Duties.

 

 

2.1

Position. Executive is the Company’s President and Chief Executive Officer and Executive shall have the customary powers, responsibilities and authorities of such position in corporations of the size, type and nature of the Company and as provided in the Company’s by-laws. Executive’s office shall be located 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 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.

 

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3.3

Long Term Senior Management Incentive Plans. Executive shall participate in the Company’s Executive Incentive Plan, 2006 Stock Plan, 2006 Performance Share Plan, 2008 Performance Share Plan and any other or successor incentive plan available from time to time to senior executive officers at levels determined by the Human Resource Committee of the Board of Directors and commensurate with Executive’s position. Each such Plan, together with the Company’s Long-Term Senior Management Incentive Program and any other equity-based or other incentive program under which Executive has received or receives long-term awards, are collectively referred to as the “LTSMIP”.

 

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, (ii) annual pensionable earnings shall be no less than $3,000,000, and (iii) Executive’s benefits under the Non-Qualified Plan shall be determined using the prior benefit formula as in effect under the qualified pension plan during 2004 (described as Option (A) in the Company’s August 2008 Proxy Statement). 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 August 31, 2010 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 the accrued benefit as of August 31, 2005 payable to Executive under all Pepsi supplemental pension retirement plans commencing, in the case of benefits grandfathered from 409A application, on May 1, 2017 in the form of a monthly joint and 50% survivor annuity benefit, and commencing, in the case of benefits that are not grandfathered from 409A application, on June 1, 2009 in the form of a monthly joint and 50% survivor annuity benefit. Such offset shall be determined by converting benefits under both such plans to lump sum equivalent values based upon the actuarial assumptions and methods which

 

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the Company uses 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

Reimbursement and In-Kind Benefit Rules. Any reimbursements, gross-ups or in-kind benefits to be provided pursuant to this Agreement (including but not limited to Sections 4.4, 4.7, and 9) that are taxable to Executive shall be subject to the following restrictions: (a) each reimbursement or gross-up must be paid no later than the last day of the calendar year following the Employee’s tax year during which the expense was incurred or tax was remitted, as the case may be; and (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 Expenses, the expiration of all applicable statutes of limitation for the collection of such Excise Tax and Expenses; and (d) the right to reimbursement, gross-up or in-kind benefits is not subject to liquidation or exchange for another benefit.

 

 

4.6

Other Policies. The Company’s senior executive security policy will apply to Executive, including use of corporate aircraft and appropriate home security in

 

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Omaha. The Company acknowledges that the Company and Executive have entered into an Executive Time Sharing Agreement relating to Executive’s personal use of Company-provided aircraft.

 

 

4.7

Change of Control Benefits. The Executive has entered into that certain Amended and Restated Change of Control Agreement that is to become effective as of January 1, 2009 (the “CoC Agreement”). If the Company were to terminate the CoC Agreement, and if a “Change of Control” (as that term is defined in the CoC Agreement) were to thereafter occur, and if a separation from service described in Section 5.2 were to occur upon or within three years after such Change of Control then: (i) the sum of the severance benefit under Section 5.2(iii) of this Agreement and any other severance paid or provided to Executive shall be 2.99 times the sum of (1) Executive’s Base Salary, plus (2) the greater of (x) the highest annual cash bonus paid to Executive for the three (3) full fiscal years of the Company preceding the fiscal year in which the Change of Control occurs, or (y) two times Executive’s Base Salary for the fiscal year in which the Change of Control occurs. Executive’s Base Salary for purposes of item (1) in the preceding sentence shall be Executive’s highest Base Salary as of or after the Change of Control, and (ii) Executive will be entitled to a “Tax Gross Up.” “Tax Gross Up” means an additional amount (the “Additional Payment”) such that the net amount retained by the Executive 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 sum of the payments, distributions or benefits to be paid to or for the benefit of Executive pursuant to this Agreement or otherwise. The term “Excise Tax and Expenses” means the Excise Tax and Expenses imposed under Section 4999 of the Code, together with any interest or penalties imposed with respect to such Excise Tax and Expenses. Notwithstanding the foregoing, provided the Company complies with Section 5.6, the Additional Payment shall not include any taxes imposed under Code Sections 409A(a)(1)(B) and 409A(b)(5).

All Tax Gross Up determinations shall be made by an independent registered public accounting firm selected by the Company immediately prior to the Change of Control (the “Accounting Firm”), which shall provide its determinations and any supporting calculations both to the Company and Executive within ten (10) days of the Change of Control. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive.

The Company shall pay the applicable Additional Payment as and when the Excise Tax and Expenses is incurred, subject to Section 4.5. 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 an amount 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

 

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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.

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.

 

 

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 (6) times Executive’s annual Base Salary.

 

 

4.9

Post-Retirement Benefits.

 

 

(a)

Upon termination of employment following August 31, 2010, or, if earlier, due to death or disability, or involuntary termination without Cause or resignation for Good Reason, Executive will be deemed eligible for early and normal retirement (“Retiree Eligible”) under all pension (other than qualified pension plans), welfare benefit, the LTSMIP and any other equity incentive plans and programs applicable to senior executives.

 

 

(b)

So long as Executive is Retiree Eligible, Executive (his wife and other covered dependents) shall be provided post-employment COBRA-equivalent medical coverage, at Executive’s after-tax expense, until each of Executive and his wife, respectively, attain age 65 (and other covered dependents otherwise would cease to be eligible for coverage). This benefit would follow any health benefit continuation coverage occurring in connection with severance-related benefits continuation described in Section 5.2 and would fill gaps in Company-provided retiree plan coverage.

 

5.

Separation from Service. The Company may terminate Executive’s employment at any time for any reason, and Executive may terminate his employment at any time with or without Good Reason, subject to the terms of this Section 5. For purposes of this Section 5, the following terms shall have the following meanings:

 

 

(a)

Cause” shall be limited to (i) action by Executive involving willful malfeasance in connection with his employment having a material adverse effect on the Company, (ii) substantial and continuing refusal by Executive in willful breach of this Agreement to perform the duties ordinarily performed by an executive occupying his position, which refusal has a material adverse effect on the Company, or (iii) Executive being convicted of a felony involving moral turpitude under the laws of the United States or any state.

 

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(b)

Good Reason” shall mean (i) the assignment to Executive of duties materially inconsistent with Executive’s position as President and Chief Executive Officer, or any removal of Executive from, or failure to elect or reelect Executive to, the position of President and Chief Executive Officer (or to such other position as may be agreed to by Executive), except in any case in connection with the termination of Executive’s employment for Cause, Permanent Disability, death, or voluntary termination by Executive without Good Reason, (ii) failure of the Board to nominate Executive for election to the Board, except in connection with termination for Cause, Permanent Disability, death, or voluntary termination by Executive without Good Reason, (iii) a reduction of Executive’s Base Salary or of the annual target bonus opportunity as in effect on the Agreement Date, (iv) any material breach by the Company of any provision of this Agreement, or (v) a requirement that Executive be based at any office or location other than Omaha, Nebraska.

 

 

(c)

Permanent Disability” shall mean Executive is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Company’s long-term disability plan.

 

 

(d)

Separation from Service”, “termination of employment” and similar references shall mean the date that Executive’s employment with the Company terminates under circumstances that constitute a separation from service within the meaning of Internal Revenue Code Section 409A. Generally, Executive will incur a Separation from Service if the Executive dies, retires, or otherwise has a termination of employment with the Company, determined in accordance with the following:

 

 

(i)

Leaves of Absence. The employment relationship is treated as continuing intact while Executive 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 Executive 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

 

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absence only if there is a reasonable expectation that Executive will return to perform services for the Company. If the period of leave exceeds six (6) months and Executive 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 last for a continuous period of not less than six (6) months, where such impairment causes Executive 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 Executive performs services both as an employee and an independent contractor, Executive 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 Executive 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 Executive has a Separation from Service as an employee for purposes of this Agreement.

 

 

(iii)

Termination of Employment. Whether Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Company and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services Executive 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 Executive has been providing services to the Company less than thirty six (36) months). For periods during which Executive is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this clause (iii) Executive is treated as providing bona fide services at a level equal to the level of services that the Executive would have been required to perform to receive the compensation paid with respect

 

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to such leave of absence. Periods during which Executive 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).

 

 

(iv)

Service with Related Companies. For purposes of determining whether a Separation from Service has occurred under the above provisions, the “Company” shall include the Company and all Related Companies.

 

 

(e)

Related Companies” 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.

 

 

5.1

Termination Upon Death or Permanent Disability. In the event of a Separation from Service by reason of Executive’s death or Permanent Disability (i) all options and other awards granted in connection with the LTSMIP other than LTSMIP awards with respect to which vesting is determined based upon performance (including but not limited to performance share awards or options that vest based upon performance), shall become fully vested, and all vested options will be exercisable during the remainder of the term of such options, (ii) all deferred compensation (not including retirement benefits) shall be paid to Executive’s estate or designated beneficiary in accordance with the terms of such deferred compensation (the items in (i) and (ii) above and (iv) below are collectively referred to as the “Accrued Benefits”), (iii) Executive and his dependents shall continue to participate in the Company’s employee benefit plans to the extent provided in such plans with respect to the death or Permanent Disability of senior executive officers of the Company, (iv) Executive’s Base Salary shall be paid (subject to any applicable deferral election) through the month of Separation from Service, together with any accrued, but unused, vacation pay, and (v) Executive shall receive (subject to any applicable deferral election) a benefit under the Annual Bonus Plan, and the LTSMIP; in the case of the Annual Bonus Plan, the benefit will be pro rated based on completed days during the applicable fiscal year, and in the case of the LTSMIP the benefit will be prorated based upon fiscal years completed prior to death or disability; also, in the case of death, the benefit will be based on target, and in the case of disability the benefit will be based on actual performance for the performance period during which disability occurs as set forth in the applicable plan; and in all cases the benefits shall be paid at the time set forth in the applicable plan.

 

 

5.2

Termination Without Cause or for Good Reason. If there is a Separation from Service initiated by the Company without Cause, or resulting from Executive initiating a Separation from Service with Good Reason, (i) Executive shall receive

 

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all Accrued Benefits, (ii) Executive’s pension benefit under the Non-Qualified Plan shall be based on the amount accrued to the date of termination, plus the additional amount that would have accrued during the next two years if Executive would have remained employed and received compensation described in clause (iii) below, such pension benefit to be paid in accordance with the Non-Qualified Plan, (iii) an amount of severance pay equal to two times Executive’s deemed annual cash compensation, which shall be (A) Executive’s Base Salary in effect as of the date of Separation from Service, multiplied by (B) 100% plus the target bonus opportunity percentage in effect for Annual Bonus Plan purposes for the fiscal year ended May 27, 2007, (iv) Executive will be entitled to a pro rata annual bonus under the Annual Bonus Plan for the year of termination, based on actual performance and payable when bonuses are paid to other senior executives (but no later than two and one-half months after the end of the fiscal year with respect to which such bonus is determined); and (v) Executive and his dependents shall be entitled to continued participation (at Executive’s after-tax expense for the entire cost of coverage to the extent necessary to avoid Executive recognizing taxable income related to such coverage under Internal Revenue Code Section 105(h)) in all health and welfare plans or programs that are exempt from 409A in which Executive and such dependents were participating on the date of the termination until the earlier of (a) the second anniversary of termination of employment, and (b) the date, or dates, Executive receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit basis); provided that, to the extent Executive is precluded from continuing participation in any such plan or program as provided in this Section or must pay the expense thereof, the Company shall pay to Executive an amount equal to the sum of (x) with respect to insured benefits, the present value (discounted using the then published 2-year Treasury rate) of the premiums expected for coverage or that would be paid by Executive if Executive were to continue coverage at his expense pursuant hereto, less any active employee portion of the premiums, plus (y) with respect to benefits not insured, the present value (discounted using the then published 2-year Treasury rate) of the expected gross cost per employee to the Company to provide such benefits less active employee contributions.

 

 

5.3

Termination With Cause or Without Good Reason. If there is a Separation from Service initiated by the Company with Cause, or resulting from Executive voluntarily initiating a Separation from Service without Good Reason, then (i) Executive shall be paid the Base Salary through the month of termination, and (ii) Executive shall receive benefits, if any, under Company plans in accordance with the terms of such plans.

 

 

5.4

Timing of Payments. Subject to Section 5.5 below, all cash payments required hereunder following death, Permanent Disability or any other Separation from Service shall be made within fifteen days following such Separation from Service; provided, that payments under the Annual Bonus Plan or the LTSMIP pursuant to Sections 5.1(vi) or 5.2(iv) shall be made following the end of the applicable fiscal

 

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year or other performance period at the same time as such payments are made to the Company’s other senior executive officers participating in such plans (but no later than two and one-half months after the end of the fiscal year with respect to which such bonus is determined) and payments under the non-qualified retirement or deferred compensation plans shall be made in accordance with the provisions of such plans.

 

 

5.5

Six Month Wait. Notwithstanding anything contained in this Agreement to the contrary, if the Executive 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 any payment, benefit or entitlement provided for in this Agreement that is payable during the first six months following the date of Separation from Service shall be paid or provided to the Executive in a lump sum cash payment to be made on the earlier of (a) the Executive’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. If any payment is delayed pursuant to this Section 5.5, the Company shall pay interest at the rate described below on the postponed payments from the date the payment would have been due but for this Section 5.5 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 date the payment would have been due but for this Section 5.5, plus one percent (1%), compounded annually.

 

 

5.6

Code Section 409A. It is intended by the Company and Executive that all compensation and benefits payable or provided to the Executive under this Agreement or otherwise shall fully comply with the provisions of Section 409A of the Internal Revenue Code and the Treasury Regulations relating thereto so as not to subject Executive to the additional tax, interest or penalties which may be imposed under Section 409A. The parties acknowledge that 409A is ambiguous in certain respects. The Company agrees that it will 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 Executive under 409A. To the extent the Company has acted or refrained from acting in good faith as required by this Section, it will not be responsible for any consequences of failure to comply with 409A.

 

6.

Nondisclosure of Confidential Information. Executive shall not, without the prior written consent of the Company, disclose any Company Confidential Information except (i) in the business of and for the benefit of the Company, while employed by the Company, or (ii) when required to do so by a court of competent jurisdiction, by any administrative body or legislative body. “Confidential Information” shall mean non-public information concerning the Company’s financial data, strategic business plans, product development and other proprietary information, except for items which have become publicly available information or are otherwise known to the public. Confidential Information does not include information the disclosure of which could not reasonably be expected to adversely affect the business of the Company.

 

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7.

Noncompetition/Non-Solicitation.

 

 

(a)

From the Agreement Date through a period ending one year following the termination of the employment of Executive with the Company for any reason (the “Restricted Period”), Executive shall not be an executive officer, board member, 5% or greater owner or partner, or employee of a food company with revenues over $1 billion.

 

 

(b)

During the Restricted Period, Executive will not directly or through others, without the prior written consent of the Board (i) directly or indirectly recruit, hire, solicit or induce, or attempt to induce, any employee of the Company or its associated companies to terminate their employment with or otherwise cease their relationship with the Company or its associated companies, or (ii) solicit business or customers of the Company.

 

 

(c)

Executive agrees that any breach of the covenants contained in this Section 7, and the covenants contained in the preceding Section 6, will irreparably injure the Company, and accordingly the Company may, in addition to pursing any other remedies available at law or in equity, obtain an injunction against Executive from any court having jurisdiction over the matter, restraining any further violation of such provisions by Executive.

Executive acknowledges and agrees that the provisions of this Section 7 are reasonable and valid in duration and scope and in all other respects. If any court determines that any provision of this Section is unenforceable because of duration or scope of such provision, such court shall have the power to reduce the scope or duration of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

 

8.

Offsets. In the event of a termination of Executive’s employment pursuant to Section 5.2 above or a Company breach of this Agreement, Executive shall not be required to mitigate damages nor shall the payments due Executive hereunder be reduced or offset by reason of any payments Executive may receive from any other source (except for the offset described in Section 4.2 relating to benefits under the Non-Qualified Plan and except for the offset described in Section 5.2 with respect to health and welfare plans and programs) or by any amounts owing by Executive to the Company.

 

9.

Separability; Legal Fees. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. In addition, the Company shall pay to Executive as incurred all legal and accounting fees and expenses incurred by Executive in seeking to obtain or enforce any right or benefit provided by this Agreement or any other compensation-related plan, agreement or arrangement of the Company, unless Executive’s claim is found by a court of competent jurisdiction to have been frivolous.

 

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10.

Assignment. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of Executive and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or the Company, except that the Company shall assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially of the stock, assets or businesses of the Company.

 

11.

Amendment. This Agreement may only be amended by mutual written agreement between the Company and Executive.

 

12.

Notices. All notices or communications hereunder shall be in writing, addressed as follows:

 

To the Company:

  

ConAgra Foods, Inc.

  

One ConAgra Drive

  

Omaha, Nebraska 68102

  

Attn: Secretary

To Executive:

  

At the address shown on the records of the Company

Any such notice or communication shall be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in a notice duly delivered as described above), and the actual date of mailing shall determine the date at which notice was given.

 

13.

Governing Law. This Agreement shall be construed, interpreted and governed in accordance with the laws of Delaware without reference to such state’s rules relating to conflicts of law.

 

14.

Arbitration. Any controversy or claim arising out of this Agreement or any breach shall be resolved by arbitration pursuant to this Section and the then current rules of the American Arbitration Association. The arbitration shall be held in Omaha, Nebraska before three arbitrators who are knowledgeable of employment law. If the parties cannot agree on the appointment, one arbitrator shall be appointed by the Company, one by the Executive, and the third shall be appointed by the first two arbitrators. The arbitrator’s decision and award shall be final and binding and may be entered in any court having jurisdiction thereof. The arbitrator shall not have the power to award punitive or exemplary damages. Each party shall bear its own attorneys’ fees associated with the arbitration and other costs and expenses of the arbitration shall be borne as provided by the rules of the American Arbitration Association; provided, however, that unless the arbitrators determine the position of the Executive was frivolous, Executive shall be entitled to reimbursement for reasonable attorneys’ fees and expenses and arbitration

 

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expenses incurred in connection with the dispute. If any portion of this paragraph is held to be unenforceable, it shall be severed and shall not affect either the duty to arbitrate or any other part of this paragraph. The Company may seek interim injunctive relief to enforce restrictive covenants pending resolution of any arbitration.

 

15.

Executive Representation. The Executive represents and warrants to the Company that the Executive is not a party to or bound by, and the employment of the Executive by the Company or the Executive’s disclosure of any information to the Company or its use of such information will not violate or breach any employment, retainer, consulting, license, non-competition, non-disclosure, trade secrets or other agreement between the Executive and any other person, partnership, corporation, joint venture, association or other entity.

 

16.

Entire Agreement. This Agreement supersedes the November 7, 2005 Employment Agreement and any unwritten agreements or understandings by and between the Executive and the Company and any of its Affiliates or their respective directors, officers, shareholders, employees, attorneys, agents, or representatives, and, together with the agreements, plans and programs referred to herein, constitutes the entire agreement between the parties, respecting the subject matter hereof and there are no representations, warranties or other commitments other than those expressed herein. If there is a conflict between any provision of this Agreement and any provision of any Company plan or agreement pursuant to which employee benefits are provided to Executive, including any stock option or other award agreement, the provision most favorable to Executive will control. Executive acknowledges that certain plans maintained by the Company must comply with ERISA, the Internal Revenue Code and the terms and conditions of the plans (“Qualified Plans”). Nothing contained in this Agreement will require the Company to provide any benefit contrary to the terms and conditions of the Qualified Plans or in violation of ERISA or the Internal Revenue Code. To the extent any benefit to be provided hereunder to the Executive cannot be provided through a Qualified Plan, the Company will provide the benefit on a non-qualified basis.

IN WITNESS WHEREOF, the parties have executed this Agreement the 25th day of September, 2008, to be effective as of the date first above written.

 

CONAGRA FOODS, INC.

By:

 

/s/ Ken Stinson

 

Chairman, Human Resources Committee of the Board of Directors

 

/s/ Gary M. Rodkin

 

Gary M. Rodkin

 

189

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  qualified  pension
               plans),  welfare benefit and equity  incentive plans and programs
               applicable to senior executives.
 
          (b)  So long as Executive is Retiree Eligible, Executive (his wife and
               other  covered  dependents)  shall  be  provided  post-employment
               COBRA-equivalent  medical coverage, at Executive's expense, until
               each of Executive and his wife, respectively,  attain age 65 (and
               other covered dependents otherwise would cease to be eligible for
               coverage).   This  benefit   would  follow  any  health   benefit
               continuation    coverage    occurring    in    connection    with
               severance-related  benefits continuation described in Section 5.2
               and would fill gaps in Company-provided retiree plan coverage.
 
5.   Termination of Employment. The Company may terminate Executive's employment
     at any time for any reason,  and Executive may terminate his  employment at
     any time with or without Good Reason,  subject to the terms of this Section
     5. For  purposes  of this  Section 5, the  following  terms  shall have the
     following meanings:
 
          (a)  "Cause"  shall be limited to (i)  action by  Executive  involving
               willful  malfeasance in connection  with his employment  having a
               material  adverse  effect on the Company,  (ii)  substantial  and
               continuing  refusal  by  Executive  in  willful  breach  of  this
               Agreement  to  perform  the  duties  ordinarily  performed  by an
               executive  occupying his  position,  which refusal has a material
               adverse effect on the Company, or (iii) Executive being convicted
               of a  felony  involving  moral  turpitude  under  the laws of the
               United States or any state.
 
          (b)  "Good  Reason"  shall mean (i) the  assignment  to  Executive  of
               duties materially  inconsistent with Executive's  position or any
               removal  of  Executive  from,  or  failure  to elect  or  reelect
               Executive  to, the position of  President  and CEO of the Company
               (or other position as may be agreed to by  Executive),  except in
               any  case in  connection  with  the  termination  of  Executive's
               employment for Cause,  Permanent Disability,  death, or voluntary
               termination by Executive without Good Reason, (ii) failure of the
               Board to nominate  Executive for election to the Company's Board,
               except  in  connection  with  termination  for  Cause,  Permanent
               Disability,  death, or voluntary termination by Executive without
               Good Reason,  (iii) a reduction of Executive's  Base Salary or of
               the annual target bonus opportunity as in effect on the Agreement
               Date, (iv) any material breach by the Company of any provision of
               this Agreement,  or (v) a requirement  that Executive be based at
               any office or location other than Omaha, Nebraska.
 
          (c)  "Permanent  Disability"  shall mean the  permanent  disability of
               Executive as determined under the Company's Long-Term  Disability
               Plan.
 
     5.1  Termination  Upon  Death  or  Permanent   Disability.   In  the  event
          Executive's  employment  with the Company is  terminated  by reason of
          Executive's  death or Permanent  Disability  (i) all  restrictions  on
          previously granted restricted stock awards shall lapse and such shares
          shall  become fully  vested,  (ii) all options  previously  granted to
          Executive,  and all awards in connection with the LTSMIP, shall become
          fully vested, and all options will be exercisable during the remainder
          of the term of such  options,  (iii) all  deferred  compensation  (not
          including  retirement  benefits) shall be promptly paid to Executive's
          estate or designated  beneficiary in accordance with the terms of such
          deferred  compensation (the items in (i), (ii) and (iii) above and (v)
          below are collectively  referred to as the "Accrued  Benefits"),  (iv)
          Executive and his  dependents  shall  continue to  participate  in the
          Company's  employee benefit plans to the extent provided in such plans
          with respect to the death or Permanent  Disability of senior executive
          officers of the  Company,  (v)  Executive's  Base Salary shall be paid
          through the month of death or Permanent Disability,  together with any
          accrued, but unused,  vacation pay, and (vi) Executive shall receive a
          benefit  under the Annual  Bonus Plan and the LTSMIP  prorated for the
          fiscal  year  during  which  Executive  died  or  became   Permanently
          Disabled.
 
     5.2  Termination   Without  Cause  or  for  Good  Reason.  If  the  Company
          terminates the employment of Executive  without Cause, or if Executive
          voluntarily  terminates  employment  with Good Reason,  (i)  Executive
          shall receive all Accrued Benefits,  (ii) Executive's  pension benefit
          under the  Non-Qualified  Plan shall be based on the amount accrued to
          the date of  termination,  plus the additional  amount that would have
          accrued  during the next two years if  Executive  would have  remained
          employed  and received  compensation  described in clause (iii) below,
          such pension benefit to be paid in accordance  with the  Non-Qualified
          Plan, (iii)  Executive's Base Salary and target bonus under the Annual
          Bonus Plan shall  continue  for a period of 24 months  following  such
          termination,  (iv)  Executive  will be  entitled  to a pro rata annual
          bonus under the Annual Bonus Plan for the year of  termination,  based
          on actual  performance  and  payable  when  bonuses  are paid to other
          senior  executives;  and (vi)  Executive and his  dependents  shall be
          entitled to continued participation in all health and welfare plans or
          programs in which Executive and such dependents were  participating on
          the  date of the  termination  until  the  earlier  of (a) the  second
          anniversary of termination of employment,  and (b) the date, or dates,
          Executive  receives  equivalent  coverage and benefits under the plans
          and programs of a subsequent  employer (such coverages and benefits to
          be determined on a coverage-by-coverage, or benefit-by-benefit basis);
          provided that, to the extent  Executive is precluded  from  continuing
          participation in any such plan or program as provided in this Section,
          the Company  shall pay to  Executive an amount equal to the sum of (x)
          with respect to insured benefits,  the present value (discounted using
          the then published 2-year Treasury rate) of the premiums  expected for
          coverage  less any active  employee  portion of the  premiums  for the
          2-year  period,  plus (y) with respect to benefits  not  insured,  the
          present value  (discounted  using the then published  2-year  Treasury
          rate) of the  expected  gross  cost per  employee  to the  Company  to
          provide such benefits less active employee contributions.
 
     5.3  Termination  With  Cause  or  Without  Good  Reason.  If  the  Company
          terminates  the  employment of Executive  with Cause,  or if Executive
          voluntarily  terminates  employment  with  the  Company  without  Good
          Reason,  then (i) Executive  shall be paid the Base Salary through the
          month of termination,  and (ii) Executive shall receive  benefits,  if
          any, under Company plans in accordance with the terms of such plans.
 
     5.4  Timing of Payments.  Subject to Section 5.5 below,  all cash  payments
          required hereunder following the termination of Executive's employment
          shall  be  made  within  fifteen  days  following  such   termination;
          provided,  that  payments  under the  Annual  Bonus Plan or the LTSMIP
          shall be made following the end of the  applicable  fiscal year at the
          same time as such  payments  are made to the  Company's  other  senior
          executive officers  participating in such plans and payments under the
          non-qualified  retirement or deferred compensation plans shall be made
          in accordance with the provisions of such plans.
 
     5.5  Code Section 409A. It is intended that any amounts  payable under this
          Agreement and the Company's and  Executive's  exercise of authority or
          discretion  hereunder shall comply with the provisions of Section 409A
          of the Internal  Revenue Code and the  treasury  regulations  relating
          thereto so as not to subject  Executive to the payment of interest and
          tax penalty which may be imposed under Section 409A. In furtherance of
          this  intent,  to the extent that any  regulations  or other  guidance
          issued  under  Section  409A  after the date of this  Agreement  would
          result in the Executive  being subject to the payment of such interest
          or tax  penalty,  the  Company  and  Executive  agree  to  amend  this
          Agreement  in order to  bring  this  Agreement  into  compliance  with
          Section 409A.
 
6.   Nondisclosure of Confidential Information. Executive shall not, without the
     prior  written  consent of the Company,  disclose any Company  Confidential
     Information  except  (i) in the  business  of and  for the  benefit  of the
     Company, while employed by the Company, or (ii) when required to do so by a
     court of competent jurisdiction,  by any administrative body or legislative
     body.   "Confidential   Information"  shall  mean  non-public   information
     concerning the Company's financial data,  strategic business plans, product
     development and other proprietary information,  except for items which have
     become publicly available information or are otherwise known to the public.
     Confidential  Information  does not include  information  the disclosure of
     which could not reasonably be expected to adversely  affect the business of
     the Company.
 
7.   Noncompetition/Non-Solicitation.
 
          (a)  From  the  Agreement  Date  through  a  period  ending  one  year
               following the termination of the employment of Executive with the
               Company for any reason (the "Restricted Period"), Executive shall
               not be an executive officer, board member, 5% or greater owner or
               partner,  or employee of a food  company  with  revenues  over $1
               billion.
 
          (b)  During the  Restricted  Period,  Executive  will not  directly or
               through  others,  without the prior written  consent of the Board
               (i) directly or indirectly  recruit,  hire, solicit or induce, or
               attempt to induce,  any employee of the Company or its associated
               companies to terminate  their  employment with or otherwise cease
               their relationship with the Company or its associated  companies,
               or (ii) solicit business or customers of the Company.
 
          (c)  Executive  agrees that any breach of the  covenants  contained in
               this  Section 7, and the  covenants  contained  in the  preceding
               Section 6, will irreparably  injure the Company,  and accordingly
               the  Company  may,  in  addition  to pursing  any other  remedies
               available  at law or in  equity,  obtain  an  injunction  against
               Executive  from any court  having  jurisdiction  over the matter,
               restraining   any  further   violation  of  such   provisions  by
               Executive.
 
     Executive acknowledges and agrees that the provisions of this Section 7 are
     reasonable  and valid in duration and scope and in all other  respects.  If
     any court  determines  that any provision of this Section is  unenforceable
     because of duration or scope of such  provision,  such court shall have the
     power to reduce the scope or  duration of such  provision,  as the case may
     be, and, in its reduced form, such provision shall then be enforceable.
 
8.   Offsets.  In the event of a termination of Executive's  employment pursuant
     to Section 5.2 above or a Company breach of this Agreement, Executive shall
     not be required to mitigate  damages nor shall the payments  due  Executive
     hereunder  be reduced  or offset by reason of any  payments  Executive  may
     receive from any other source  (except for the offset  described in Section
     4.2 relating to benefits  under the  Non-Qualified  Plan and except for the
     offset  described in Section 5.2 with  respect to health and welfare  plans
     and programs) or by any amounts owing by Executive to the Company.
 
9.   Separability;  Legal Fees.  If any  provision  of this  Agreement  shall be
     declared  to be  invalid  or  unenforceable,  in  whole  or in  part,  such
     invalidity or  unenforceability  shall not affect the remaining  provisions
     hereof  which  shall  remain in full force and  effect.  In  addition,  the
     Company  shall pay to Executive as incurred all legal and  accounting  fees
     and  expenses  incurred  by  Executive  in seeking to obtain or enforce any
     right   or   benefit    provided   by   this   Agreement   or   any   other
     compensation-related  plan, agreement or arrangement of the Company, unless
     Executive's  claim is found by a court of  competent  jurisdiction  to have
     been frivolous.
 
10.  Assignment.  This Agreement  shall be binding upon and inure to the benefit
     of  the  heirs  and  representatives  of  Executive  and  the  assigns  and
     successors  of the  Company,  but  neither  this  Agreement  nor any rights
     hereunder  shall be assignable  or otherwise  subject to  hypothecation  by
     Executive  (except  by  will  or by  operation  of the  laws  of  intestate
     succession)  or the  Company,  except  that the Company  shall  assign this
     Agreement to any  successor  (whether by merger,  purchase or otherwise) to
     all or substantially of the stock, assets or businesses of the Company.
 
11.  Amendment.  This Agreement may only be amended by mutual written  agreement
     between the Company and Executive.
 
12.  Notices.  All  notices or  communications  hereunder  shall be in  writing,
     addressed as follows:
 
     To the Company:          ConAgra Foods, Inc.
                              One ConAgra Drive
                              Omaha, Nebraska 68102
                              Attn: Secretary
 
     To Executive:            At the address shown on the records of the Company
 
     Any such notice or  communication  shall be sent  certified  or  registered
     mail, return receipt requested,  postage prepaid, addressed as above (or to
     such other address as such party may  designate in a notice duly  delivered
     as described  above),  and the actual date of mailing  shall  determine the
     date at which notice was given.
 
13.  Governing Law. This Agreement shall be construed,  interpreted and governed
     in accordance with the laws of Delaware  without  reference to such state's
     rules relating to conflicts of law.
 
14.  Arbitration.  Any controversy or claim arising out of this Agreement or any
     breach  shall be resolved by  arbitration  pursuant to this Section and the
     then current rules of the American Arbitration Association. The arbitration
     shall  be  held  in  Omaha,  Nebraska  before  three  arbitrators  who  are
     knowledgeable  of  employment  law.  If the  parties  cannot  agree  on the
     appointment,  one arbitrator shall be appointed by the Company,  one by the
     Executive,  and the third shall be appointed by the first two  arbitrators.
     The  arbitrator's  decision and award shall be final and binding and may be
     entered in any court having jurisdiction  thereof. The arbitrator shall not
     have the power to award  punitive or  exemplary  damages.  Each party shall
     bear its own attorneys'  fees  associated  with the  arbitration  and other
     costs and  expenses  of the  arbitration  shall be borne as provided by the
     rules of the American Arbitration  Association;  provided,  however,  that,
     unless  the  arbitrators  determine  the  position  of  the  Executive  was
     frivolous,  Executive  shall be entitled to  reimbursement  for  reasonable
     attorneys'  fees  and  expenses  and  arbitration   expenses   incurred  in
     connection with the dispute. If any portion of this paragraph is held to be
     unenforceable,  it shall be severed and shall not affect either the duty to
     arbitrate or any other part of this paragraph. The Company may seek interim
     injunctive relief to enforce  restrictive  covenants pending  resolution of
     any arbitration.
 
15.  Company Representation. The Company represents to Executive that, as of the
     date hereof, all financial statements,  after any amendments thereto, filed
     through  the  Agreement  Date for each  quarter  and fiscal  year since the
     beginning of fiscal year 2003 fairly  present in all material  respects the
     financial  position and results of  operations of the Company in conformity
     with  general  accepted  accounting  principles  (except  as  stated in the
     footnotes to such financial statements) as of, and for the period ended on,
     the applicable reporting date.
 
16.  Executive  Representation.  The  Executive  represents  and warrants to the
     Company  that  the  Executive  is not a  party  to or  bound  by,  and  the
     employment of the Executive by the Company or the Executive's disclosure of
     any  information  to the  Company or its use of such  information  will not
     violate  or  breach  any   employment,   retainer,   consulting,   license,
     non-competition,  non-disclosure,  trade secrets or other agreement between
     the  Executive  and  any  other  person,  partnership,  corporation,  joint
     venture, association or other entity.
 
17.  Entire  Agreement.  This  Agreement  supersedes  all prior  agreements  and
     understandings  by and between the Executive and the Company and any of its
     Affiliates  or  their   respective   directors,   officers,   shareholders,
     employees,  attorneys,  agents,  or  representatives,  and  constitutes the
     entire agreement between the parties,  respecting the subject matter hereof
     and there are no  representations,  warranties or other  commitments  other
     than those expressed  herein.  If there is a conflict between any provision
     of this  Agreement  and any  provision  of any  Company  plan or  agreement
     pursuant to which  employee  benefits are provided to Executive,  including
     any stock option or other award agreement,  the provision most favorable to
     Executive  will  control.   Executive   acknowledges   that  certain  plans
     maintained by the Company must comply with ERISA, the Internal Revenue Code
     and the terms and  conditions  of the plans  ("Qualified  Plans").  Nothing
     contained in this Agreement will require the Company to provide any benefit
     contrary to the terms and conditions of the Qualified Plans or in violation
     of ERISA or the  Internal  Revenue  Code.  To the extent any  benefit to be
     provided  hereunder to the Executive cannot be provided through a Qualified
     Plan, the Company will provide the benefit on a non-qualified basis.
 
 
 
<PAGE>
 
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
 
 
                                         CONAGRA FOODS, INC.
 
 
                                         By:  /s/ Carl E. Reichardt
                                            ------------------------------------
                                            Chairman, Human Resources Committee
                                             of the Board of Directors
 
                                              /s/ Gary M. Rodkin
                                            ------------------------------------
                                            Gary M. Rodkin
 
 
 
                                   
 
Change in Control AGREEMENT
 
         Agreement made this 31st day of August, 2005, by and between ConAgra
Foods, Inc., a Delaware corporation, hereinafter referred to as "ConAgra", and
Gary M. Rodkin, hereinafter referred to as "Employee".
 
         WHEREAS, ConAgra and Employee have entered into an Employment Agreement
dated August 31, 2005 (the "Employment Agreement"), and
 
         WHEREAS, the Board of Directors of ConAgra ("Board") has determined
that the interests of ConAgra stockholders will be best served by assuring that
all key corporate executives of ConAgra will adhere to the policy of the Board
with respect to any event by which another entity would acquire effective
control of ConAgra, including but not limited to a tender offer, and
 
         WHEREAS, the Board has also determined that it is in the best interests
of ConAgra stockholders to promote stability among key executives and employees.
 
NOW, THEREFORE, it is agreed as follows:
 
     1. Duties of Employee. Employee shall support the position of the Board and
shall take any action  requested  by the Board  with  respect to any  "Change of
Control" (as defined at Section 7 below) of ConAgra.  If the  Employee  violates
the  provisions  of this  Section,  the Employee  shall forfeit any payments due
under the terms of this Agreement.
 
     2. Employment Contract. If a Change of Control of ConAgra occurs, and if at
the  initiation  of the Change of Control  attempt  Employee is then employed by
ConAgra,  ConAgra  hereby  agrees to continue the  employment  of Employee for a
period of three  years from the date the Change of Control  effectively  occurs.
During said three year period,  Employee shall receive annual base and incentive
compensation in an amount not less than that specified in Section 3(a) below.
 
     If Employee is Involuntarily Terminated (as defined at Section 7 below), at
any time during the three year period,  ConAgra  shall pay to Employee an amount
equal to that which Employee would have received  pursuant to Section 3(a) below
for the  remainder  of the three year  period,  and shall also make the payments
specified in Sections 3(b) and 3(c) and, if applicable,  any additional payments
specified in Section 5 below. Any such termination payment of base and incentive
compensation  shall be made to  Employee  in a lump sum within  thirty (30) days
after termination.
 
     If Employee voluntarily  terminates employment at any time during the three
year period,  the Acquiror (as defined below),  ConAgra,  and their subsidiaries
will not be  obligated  to pay the Employee any amount that might be due for the
remainder of the three year period,  or for any termination pay;  however,  they
shall make any additional  payments  specified in Sections 3(b),  3(c) and 5 (if
applicable) below.
 
     3. Description of Payments. The payments to be made to Employee are:
 
     (a)  Annual Base and Incentive Compensation. Employee shall receive for the
          three year period  described in Section 2 above an annual amount equal
          to the Employee's  current annual rate of compensation,  which current
          annual compensation shall be computed as follows: twenty-six times the
          Employee's  highest  bi-weekly  salary payment received during the one
          year  period  ending  immediately  prior to the  Change of  Control of
          ConAgra.  In addition,  Employee shall receive (i) an amount for short
          term  incentive  equal to the larger of (I) the short  term  incentive
          target,  if  any,  most  recently  approved  by  the  Human  Resources
          Committee  of the Board  ("Committee"),  and (II) the  highest  of the
          three actual short term incentive awards (including  deferred amounts)
          made to Employee for the three fiscal years immediately preceding such
          Change  of  Control,  plus (ii) an  amount  for the Long  Term  Senior
          Management  Incentive  Plan Award  equal to the highest per unit award
          made during the three fiscal years  immediately  preceding such Change
          of Control multiplied by the number of units of participation approved
          by the Committee for the current fiscal year.
 
     (b)  Retirement  Benefits.  Employee  shall receive an amount equal to that
          which the Employee  would have received as retirement  benefits  under
          the  provisions  of the ConAgra  Pension Plan for  Salaried  Employees
          ("Qualified  Pension Plan") and the ConAgra  Retirement Income Savings
          Plan ("CRISP") in effect immediately prior to the Change of Control of
          ConAgra, had Employee continued employment until age 65 at the current
          annual  rate  of  base  and  short  term  incentive   compensation  as
          determined above and assuming no limitations under Sections 401(a)(17)
          and 415 of the Internal Revenue Code of 1986, as amended ("Code").
 
          (i)  The supplemental  pension benefit hereunder shall be equal to the
               result of  subtracting  (x) the benefit the Employee will receive
               under the Qualified Pension Plan from (y) the pension benefit the
               Employee  would  obtain under the  Qualified  Pension Plan if the
               Employee  remained  in the employ of ConAgra  until the  Employee
               attained  age  65.  The  supplemental  pension  benefit  is to be
               computed  assuming the Employee is to receive an unreduced normal
               retirement  pension benefit payable beginning at the later of the
               date the  Employee  attains age 60 or the date of the  Employee's
               termination of employment.
 
               If the  Employee  begins  to  receive  the  supplemental  pension
               benefit  at a time  other  than  as  described  in the  preceding
               sentence,  an actuarial  adjustment shall be made to reflect such
               event. The  supplemental  pension benefit shall be reduced by the
               amount of benefit received from the ConAgra  Nonqualified Pension
               Plan (or any successor  plan) which relates to periods  following
               the Employee's termination of employment.
 
          (ii) The  supplemental  CRISP  benefit  shall be  equal to the  amount
               computed, as follows:
 
               A.   The  additional  years of service  that the  Employee  would
                    receive if employment was not terminated  prior to attaining
                    age 65 is multiplied by the  Employee's  current annual base
                    and short  term  incentive  compensation  (as  described  in
                    Section 3(a)).
 
 
               B.   The result in A, immediately above, is multiplied by 3%.
 
               C.   The result in B, immediately above, is present valued to the
                    date  of  the  Employee's  termination  of  employment.  The
                    discount factor for such present value shall be the discount
                    factor  used by the  Qualified  Pension  Plan at the time of
                    such  termination of employment.  The present value shall be
                    computed  based  on the  assumption  that the  result  in B,
                    immediately  above,  is paid ratably (and  monthly) over the
                    additional years of service of the Employee.
 
               D.   The  present   value  amount   determined   pursuant  to  C,
                    immediately  above,  shall be funded  pursuant to Subsection
                    (iv) of this Section 3(b).
 
          (iii) For  purposes of  computing  the amounts  described  in Sections
               3(b)(i)(y) and 3(b)(ii)A, the following shall apply:
 
               A.   The total  amount of current  annual base pay and short term
                    incentive  pay (as  described in Section 3(a)) shall be used
                    without  any  reduction  for  the  limitation  imposed  upon
                    compensation  by Code Section  401(a)(17)  (or any successor
                    section thereto).
 
               B.   The limitations imposed by Code Section 415 shall not apply.
 
               C.   If, at the time of termination, the Employee is not eligible
                    to  participate  in the Qualified  Pension Plan,  the amount
                    computed under Section  3(b)(1) shall be based solely on the
                    years after termination of employment.
 
               D.   If, at the time of termination, the Employee is not eligible
                    to participate in the Qualified  Plan, but does  participate
                    in a defined benefit plan of ConAgra, its successor,  or one
                    of their  affiliates  ("Other Defined  Benefit  Plan"),  the
                    Employee  shall receive an additional  supplemental  benefit
                    equal to the  result  of  subtracting  (x) the  benefit  the
                    Employee  will receive from the Other  Defined  Benefit Plan
                    from (y) the benefit the  Employee  would  receive  from the
                    Other  Defined  Benefit  Plan  assuming  the  Employee is to
                    receive  an  unreduced  normal  retirement  pension  benefit
                    payable  beginning  at the  later of the  date the  Employee
                    attains age 60 or the date of the Employee's termination and
                    assuming the Employee's pay, for purposes of calculating the
                    Employee's  Other  Defined  Benefit  Plan  benefit,  is, and
                    always has been, equal to the Employee's current annual base
                    pay and short term incentive (as described in Section 3(a)).
 
          (iv) The actuarial  assumptions  and methods used by this Section 3(b)
               shall be the same as those used by the  Qualified  Pension  Plan.
               The timing of payment  and the form of the  supplemental  pension
               benefit  under this  Section 3(b) shall be the same as elected by
               the Employee  under the Qualified  Pension Plan and the timing of
               payment and the form of the  supplemental  CRISP benefit shall be
               the same as elected by the Employee under CRISP.  If the Employee
               does not participate in the Qualified  Pension Plan and/or CRISP,
               the Employee shall elect (from the  respective  options under the
               Qualified  Pension  Plan and  CRISP)  the  timing and form of the
               supplemental pension and CRISP benefits;
 
          (v)  The  supplemental  pension and CRISP benefits  payable under this
               Section 3(b) shall be unfunded  until a Voluntary  Termination or
               Involuntary  Termination following a Change of Control. Within 60
               days following such a termination,  the supplemental  pension and
               CRISP benefits shall be funded, in one lump sum payment,  through
               a trust in the form attached to the ConAgra  Supplemental Pension
               and  CRISP  Plan  for  Change  of  Control  and  which  trust  is
               incorporated  by  reference.   The  transferred  amount  for  the
               supplemental  CRISP benefit  shall be held in a separate  account
               and separately invested by the trustee. The amount accumulated in
               such  account  shall  be  the  sole  source  of  payment  of  the
               supplemental  CRISP  benefit,  and  shall  be the  amount  of the
               supplemental CRISP benefit hereunder.  The Acquiror,  ConAgra and
               their 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.  If funding of the
               trust is not made within the sixty day period  described  in this
               Subsection (iv) of this Section 3(b), the Employee's supplemental
               pension and CRISP  benefits shall then be equal to the product of
               150% multiplied by the amount of  supplemental  pension and CRISP
               benefits described in this Section 3(b) above; provided, however,
               this  increase in  benefits is not  intended to remove or detract
               from the obligation to fund the trust. The  supplemental  pension
               and  CRISP  benefits  shall  not be paid  from the  assets of the
               Qualified Pension Plan or CRISP.
 
     (c)  Additional Payment. If a Change of Control of ConAgra occurs, Employee
          shall  receive an amount  equal to the excess,  if any, of the highest
          per share price offered  (valued in U.S.  currency) by the  successful
          Acquiror  for ConAgra  common  stock (which stock will then be treated
          for purposes of this Agreement as converted into equivalent  shares of
          such  Acquiror's  or the surviving  company's  capital stock as of the
          date of the Change of Control of  ConAgra)  over the closing per share
          price of such Acquiror's or the surviving company's ("Acquiror") stock
          quoted on an  established  securities  market (or if  applicable,  the
          closing  bid  price  for the  Acquiror's  stock  that is  quoted  on a
          secondary  market or  substantial  equivalent  thereof) on the date of
          termination  (or if the date of  termination is not a business day, on
          the next preceding business day),  multiplied by the highest number of
          shares of the  Acquiror's  capital  stock owned by the Employee at any
          time during the period  beginning on the date of the Change of Control
          of ConAgra and ending on the date of termination. For purposes of this
          Section 3(c), the additional amount due hereunder shall be computed as
          if Employee  owned all of the  Acquiror's  stock with respect to which
          Employee has an option to purchase in connection  with employment with
          the Acquiror, ConAgra or any of their subsidiaries.  Said amount shall
          be paid to Employee within ten days after termination. In addition, if
          Employee sells any of the  Acquiror's  stock within one year following
          said  termination,  Employee  shall  receive  the  amount by which the
          closing  price of such  stock  per  share  on the date of  termination
          (determined as aforesaid) exceeds the per share actual net sales price
          of the  Acquiror's  stock on the date of sale  realized  by  Employee,
          multiplied by the number of shares sold by Employee. Said amount shall
          be paid in  immediately  available  funds to Employee  within ten days
          after the sale.  In addition,  to the extent any of  ConAgra's  common
          stock  remains  outstanding  after a Change of Control,  then Employee
          shall  receive  additional  amounts  computed  and payable in a manner
          similar to that  provided in this  Section 3(c) for  Acquiror's  stock
          owned,  or subject to an option held,  by Employee.  These  provisions
          shall be  appropriately  modified or adjusted to take into account the
          fact that the computations pursuant to the preceding sentence are with
          respect to ConAgra  common stock and related  options  rather than the
          Acquiror's capital stock and options related thereto. The computations
          and  payments  under  this  Section  3(c)  shall  include  appropriate
          adjustments for any stock splits,  stock dividends,  recapitalizations
          or similar share restructurings that may occur from time to time.
 
     4. Merger. ConAgra shall not merge, reorganize,  consolidate or sell all or
substantially  all of its assets,  to or with any other  corporation  until such
corporation and its subsidiaries, if any, expressly assume the duties of ConAgra
set forth herein.
 
     5. Certain Additional Payments by ConAgra.
 
     (a)  Anything in this  Agreement  to the contrary  notwithstanding,  in the
          event it shall be  determined  that any  payment  or  distribution  by
          ConAgra 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 be subject to the excise
          tax imposed by Section  4999 of the Code or any  interest or penalties
          with  respect to such excise tax (such excise tax,  together  with any
          such interest and penalties,  are hereinafter collectively referred to
          as the "Excise  Tax"),  then the Employee shall be entitled to receive
          an additional  payment (a "Gross-Up  Payment") in any amount such that
          after payment by the Employee of all taxes  (including any interest or
          penalties  imposed with respect to such taxes),  including  any Excise
          Tax, imposed upon the Gross-Up Payment, the Employee retains an amount
          of the  Gross-Up  Payment  equal to the  Excise Tax  imposed  upon the
          Payments.
 
     (b)  Subject to the provisions of Subsection (c) below, all  determinations
          required to be made under this Section,  including  whether a Gross-Up
          Payment is required and the amount of such Gross-Up Payment,  shall be
          made by the certified public accounting firm then representing ConAgra
          (the  "Accounting  Firm")  which  shall  provide  detailed  supporting
          calculations  both to ConAgra and the Employee within 15 business days
          of the date of termination,  if applicable, or such earlier time as is
          requested by ConAgra or Employee.  If the Accounting  Firm  determines
          that no Excise Tax is payable by the  Employee,  it shall  furnish the
          Employee with an opinion that Employee has  substantial  authority not
          to report any Excise Tax on the Employee's  federal income tax return.
          Any determination by the Accounting Firm shall be binding upon ConAgra
          and the Employee. As a result of the uncertainty in the application of
          Section 4999 of the Code at the time of the initial  determination  by
          the Accounting Firm hereunder,  it is possible that Gross-Up  Payments
          which  will not have  been  made by  ConAgra  should  have  been  made
          ("Underpayment"), consistent with the calculations required to be made
          hereunder. In the event that ConAgra exhausts its remedies pursuant to
          Subsection (c) below and the Employee thereafter is required to make a
          payment of any Excise Tax, the  Accounting  Firm shall  determine  the
          amount of the Underpayment that has occurred and any such Underpayment
          shall  be  promptly  paid  by  ConAgra  to or for the  benefit  of the
          Employee.
 
     (c)  The  Employee  shall  notify  ConAgra  in  writing of any claim by the
          Internal  Revenue  Service  that,  if  successful,  would  require the
          payment by ConAgra of the Gross-Up Payment. Such notification shall be
          given as soon as practicable  but no later than ten (10) business days
          after the Employee  knows of such claim and shall  apprise  ConAgra of
          the nature of such claim and the date on which such claim is requested
          to be  paid.  The  Employee  shall  not pay  such  claim  prior to the
          expiration  of the  thirty-day  (30 day) period  following the date on
          which it gives such notice to ConAgra (or such shorter  period  ending
          on the date that any  payment of taxes  with  respect to such claim is
          due).  If  ConAgra  notifies  the  Employee  in  writing  prior to the
          expiration  of such period that it desires to contest such claim,  the
          Employee shall:
 
          (i)  give  ConAgra any  information  reasonably  requested  by ConAgra
               relating to such claim,
 
          (ii) take such  action in  connection  with  contesting  such claim as
               ConAgra  shall  reasonably  request in writing from time to time,
               including,  without  limitation,  accepting legal  representation
               with respect to such claim by an attorney  reasonably selected by
               ConAgra,
 
          (iii) cooperate  with  ConAgra in good  faith in order to  effectively
               contest such claim,
 
          (iv) permit ConAgra to participate in any proceedings relating to such
               claim;  provided,  however,  that  ConAgra  shall  bear  and  pay
               directly all costs and expenses  (including  additional  interest
               and penalties) incurred in connection with such contest and shall
               indemnify and hold the Employee harmless,  on an after-tax basis,
               for  any  Excise  Tax  or  income  tax,  including  interest  and
               penalties  with  respect  thereto,  imposed  as a result  of such
               representation  and  payment  of  costs  and  expenses.   Without
               limitation on the foregoing  provisions of this  Subsection  (c),
               ConAgra shall control all  proceedings  taken in connection  with
               such contest  and, at its sole  option,  may pursue or forego any
               and  all  administrative  appeals,   proceedings,   hearings  and
               conferences  with the taxing  authority  in respect of such claim
               and may, at its sole  option,  either  direct the Employee to pay
               the tax  claimed and sue for a refund or contest the claim in any
               permissible  manner,  and the Employee  agrees to prosecute  such
               contest to a determination before any administrative tribunal, in
               a court  of  initial  jurisdiction  and in one or more  appellate
               courts, as ConAgra shall determine;  provided,  however,  that if
               ConAgra  directs  the  Employee  to pay such  claim and sue for a
               refund,  ConAgra  shall advance the amount of such payment to the
               Employee,  on an interest-free basis and shall indemnify and hold
               the Employee harmless, on an after-tax basis, from any Excise Tax
               or income tax,  including  interest  or  penalties  with  respect
               thereto,  imposed with respect to such advance or with respect to
               any imputed  income  with  respect to such  advance;  and further
               provided  that  any  extension  of  the  statute  of  limitations
               relating to payment of taxes for the taxable year of the Employee
               with respect to which such contested  amount is claimed to be due
               is  limited  solely  to  such  contested   amount.   Furthermore,
               ConAgra's  control of the contest shall be limited to issues with
               respect to which a Gross-Up  Payment  would be payable  hereunder
               and the Employee  shall be entitled to settle or contest,  as the
               case may be,  any  other  issue  raised by the  Internal  Revenue
               Service or any other taxing authority.
 
     (d)  If, after the receipt by the Employee of an amount advanced by ConAgra
          pursuant to Subsection  (c) above,  the Employee  becomes  entitled to
          receive any refund  with  respect to such claim,  the  Employee  shall
          (subject to ConAgra's  complying with the  requirements  of Subsection
          (c)) promptly pay to ConAgra the amount of such refund  (together with
          any interest paid or credited thereon after taxes applicable thereto).
          If, after the receipt by the Employee of an amount advanced by ConAgra
          pursuant to Subsection (c), a determination  is made that the Employee
          shall not be  entitled  to any refund  with  respect to such claim and
          ConAgra  does not  notify  the  Employee  in  writing of its intent to
          contest such denial of refund prior to the  expiration  of thirty days
          after such  determination,  then such  advance  shall be forgiven  and
          shall not be  required  to be repaid  and the  amount of such  advance
          shall offset,  to the extent thereof,  the amount of Gross-Up  Payment
          required to be paid.
 
     6. Term and Binding Effect.  This Agreement shall bind ConAgra and Employee
as long as Employee remains in the employ of ConAgra; provided, however, ConAgra
may  terminate  this  Agreement at any time by giving  notice to  Employee;  and
provided further,  however, that ConAgra may not terminate this Agreement at any
time subsequent to the announcement of an event that could result in a Change of
Control of ConAgra.  This  Agreement  shall be binding upon the parties  hereto,
their heirs, executors, administrators and successors.
 
     7.  Certain  Definitions.  The  following  definitions  shall apply for the
purposes of this Agreement:
 
     (a)  Change of Control of ConAgra. The term "Change of Control" shall mean:
 
          (i)  The acquisition  (other than from ConAgra) 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, ConAgra or its subsidiaries, or any
               employee  benefit  plan of  ConAgra  or its  subsidiaries,  which
               acquires beneficial ownership of voting securities of ConAgra) 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 ConAgra'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 election by ConAgra'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, consolidation, in each
               case, with respect to which persons who were the  shareholders of
               ConAgra  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 ConAgra or of the sale of all or substantially all
               of its assets.
 
     (b)  Involuntary  Termination.  The term  "Involuntary  Termination" or any
          variation  thereof  shall  mean  either  (i)  the  actual  involuntary
          termination of Employee's  employment  with the Acquiror,  ConAgra and
          their  subsidiaries  after a Change of Control (with or without cause)
          or (ii) the  constructive  involuntary  termination  of the Employee's
          employment with the Acquiror,  ConAgra and their  subsidiaries after a
          Change of Control.  The term  "constructive  involuntary  termination"
          shall  include  (w)  a  reduction  in  the   Employee's   compensation
          (including  applicable fringe benefits);  (x) a substantial  change in
          the  location of the  Employee's  job without the  Employee's  written
          consent;  (y) the Employee's  demotion or diminution in the Employee's
          position, authority, duties or responsibilities without the Employee's
          written  consent;  or (z) the  sale or  disposition  of the  stock  of
          Employee's immediate employer, which was a subsidiary of the Acquiror,
          ConAgra, or their other subsidiaries immediately prior to such sale or
          disposition,  provided  Employee  is not  employed  after such sale or
          disposition  by the Acquiror,  ConAgra,  or any of their  subsidiaries
          that are retained after such sale or disposition.  "Substantial change
          in location"  means any location change in excess of 35 miles from the
          location of the Employee's job with ConAgra or its subsidiaries at the
          time of the Change of Control of ConAgra.
 
     8. Costs. All costs of litigation  necessary for the Employee to defend the
validity  of this  contract  are to be  paid by  ConAgra  or its  successors  or
assigns.
 
     9. Code Section 409A.  It is intended  that any amounts  payable under this
Agreement  and the ConAgra and  Employee  exercise of  authority  or  discretion
hereunder  shall  comply with the  provisions  of Section  409A of the  Internal
Revenue Code and the treasury  regulations relating thereto so as not to subject
Employee to the payment of interest and tax penalty  which may be imposed  under
Section 409A. In furtherance of this intent,  to the extent that any regulations
or other  guidance  issued under  Section 409A after the date of this  Agreement
would result in the Employee  being  subject to the payment of such  interest or
tax  penalty,  ConAgra and  Employee  agree to amend this  Agreement in order to
bring this Agreement into compliance with Section 409A.
 
     IN WITNESS WHEREOF, the parties have executed this Agreement.
 
 
CONAGRA FOODS, INC.
 
 
 
By:   /s/ Carl E. Reichardt                          /s/ Gary M. Rodkin
   -----------------------------                   -------------------------
   Chairman, Human Resources Committee             Gary M. Rodkin (Employee)