Common use of Additional Payment Clause in Contracts

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 his 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.

Additional Payment. If a Change of Control of ConAgra occurs, Employee shall receive an amount equal (a) In the event that the A Shareholder Approval has been obtained and prior to the excessEffective Time Standard and Poors’ has not committed that the Parent Class A Common Stock will be included in the Index immediately after the Effective Time, if anythen in addition to the consideration payable pursuant to Section 4.01(a)(iii), each holder 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 AT&T Broadband Common Stock shall be entitled to receive, in exchange for each of such Acquiror's or holder’s shares, a non-transferable security (the surviving company's ("Acquiror"“K/A Security”) stock quoted on an established securities market (or if applicable, entitling the closing bid price for holder to 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 rights described in the next preceding business day)sentence. Each holder of a K/A Security shall be entitled to receive from Parent, multiplied by the highest in exchange for and in full satisfaction of such holder’s rights under such K/A Security, a number of shares of Parent Class A Common Stock equal to the Acquiror's capital stock owned by product of (i) the Employee Exchange Ratio and (ii) the K/A Price Differential; provided that if the Parent Class A Common Stock is included in the Index at any time during prior to the period beginning on the date end of the Change Pricing Period, all rights under the K/A Security shall immediately terminate. The number of Control shares of ConAgra and ending on Parent Class A Common Stock issuable pursuant to the date preceding sentence (if any) in respect of termination. For purposes of this Section 3(c), the additional amount due hereunder shall each K/A Security will 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 his 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 reduced by the number of shares sold by Employee. Said amount of Parent Class A Common Stock previously issued pursuant to Section 4.03(a) (if any) in respect of each share of AT&T Broadband Common Stock. (b) In the event that the A Shareholder Approval has not been obtained and prior to the Effective Time Standard and Poors’ has not committed that the Parent Class C Common Stock will be included in the Index immediately after the Effective Time, then in addition to the consideration payable pursuant to Section 4.01(c)(iii), each holder of shares of AT&T Broadband Common Stock shall be paid entitled to receive, in immediately available funds to Employee within ten days after exchange for each of such holder’s shares, a non- transferable security (the sale. In addition, “K/C Security”) entitling the holder to the extent any rights described in the next sentence. Each holder 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 K/C Security shall be appropriately modified or adjusted entitled to take into account receive from Parent, in exchange for and in full satisfaction of such holder’s rights under such K/C Security, a number of shares of Parent Class C Common Stock equal to the fact product of (i) the Exchange Ratio and (ii) the K/C Price Differential; provided that if the computations Parent Class C Common Stock is included in the Index at any time prior to the end of the Pricing Period, all rights under the K/C Security shall immediately terminate. The number of shares of Parent Class C Common Stock issuable pursuant to the preceding sentence are with (if any) in respect of each K/C Security will be reduced by the number of shares of Parent Class C Common Stock previously issued pursuant 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(c4.03(b) shall include appropriate adjustments for any stock splits, stock dividends, recapitalizations or similar (if any) in respect of each share restructurings that may occur from time to timeof AT&T Broadband Common Stock.

Additional Payment. If a Change of Control of ConAgra occurs, Employee shall receive an amount equal (a) In the event that the A Shareholder Approval has been obtained and prior to the excessEffective Time Standard and Poors' has not committed that the Parent Class A Common Stock will be included in the Index immediately after the Effective Time, if anythen in addition to the consideration payable pursuant to Section 4.01(a)(iii), each holder 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 AT&T Broadband Common Stock shall be entitled to receive, in exchange for each of such Acquirorholder's or shares, a non-transferable security (the surviving company's ("AcquirorK/A Security") stock quoted on an established securities market (or if applicable, entitling the closing bid price for holder to 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 rights described in the next preceding business day)sentence. Each holder of a K/A Security shall be entitled to receive from Parent, multiplied by the highest in exchange for and in full satisfaction of such holder's rights under such K/A Security, a number of shares of Parent Class A Common Stock equal to the Acquiror's capital stock owned by product of (i) the Employee Exchange Ratio and (ii) the K/A Price Differential; provided that if the Parent Class A Common Stock is included in the Index at any time during prior to the period beginning on the date end of the Change Pricing Period, all rights under the K/A Security shall immediately terminate. The number of Control shares of ConAgra and ending on Parent Class A Common Stock issuable pursuant to the date preceding sentence (if any) in respect of termination. For purposes of this Section 3(c), the additional amount due hereunder shall each K/A Security will 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 his 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 reduced by the number of shares sold by Employee. Said amount of Parent Class A Common Stock previously issued pursuant to Section 4.03(a) (if any) in respect of each share of AT&T Broadband Common Stock. (b) In the event that the A Shareholder Approval has not been obtained and prior to the Effective Time Standard and Poors' has not committed that the Parent Class C Common Stock will be included in the Index immediately after the Effective Time, then in addition to the consideration payable pursuant to Section 4.01 (c)(iii), each holder of shares of AT&T Broadband Common Stock shall be paid entitled to receive, in immediately available funds to Employee within ten days after exchange for each of such holder's shares, a non- transferable security (the sale. In addition, "K/C Security") entitling the holder to the extent any rights described in the next sentence. Each holder 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 K/C Security shall be appropriately modified or adjusted entitled to take into account receive from Parent, in exchange for and in full satisfaction of such holder's rights under such K/C Security, a number of shares of Parent Class C Common Stock equal to the fact product of (i) the Exchange Ratio and (ii) the K/C Price Differential; provided that if the computations Parent Class C Common Stock is included in the Index at any time prior to the end of the Pricing Period, all rights under the K/C Security shall immediately terminate. The number of shares of Parent Class C Common Stock issuable pursuant to the preceding sentence are with (if any) in respect of each K/C Security will be reduced by the number of shares of Parent Class C Common Stock previously issued pursuant 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(c4.03(b) shall include appropriate adjustments for any stock splits, stock dividends, recapitalizations or similar (if any) in respect of each share restructurings that may occur from time to timeof AT&T Broadband Common Stock.

Additional Payment. If a Change of Control of ConAgra occursIn consideration for Seller entering into this Amendment, Employee Buyer shall receive an amount equal pay to the excessSeller Group additional consideration (the “Additional Payment”) on or before January 31, if any2005, subject to Seller’s satisfaction of the highest per share price offered conditions set forth in Section 7.3 hereof (valued the “Additional Payment Closing Date”), as follows: (a) Buyer shall deliver to Seller Twelve Million Dollars ($12,000,000) in U.S. currencycash (the “Additional Cash Payment”), to be distributed to the Seller Group in accordance with the amounts set forth on Schedule I attached hereto. (b) by Buyer shall deliver to Seller an unsecured, subordinated promissory note, substantially in the successful Acquiror for ConAgra common stock form of Exhibit H hereto (which stock will then the “Note”), in a principal amount of Twenty-Eight Million Dollars ($28,000,000), to be treated for purposes of this Agreement as converted into equivalent shares of distributed to the Seller Group in accordance with the amounts set forth on Schedule II attached hereto. (c) Interest on the unpaid principal balance (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 applicablebalance, the closing bid price for “Outstanding Balance”) will accrue from the Acquiror's stock that is quoted Additional Payment Closing Date at the rate of LIBOR + two percent (2%) per annum, calculated on the basis of a secondary market or substantial equivalent thereof360 day year and actual days elapsed. Subject to any prepayments provided herein, Buyer shall repay the Outstanding Balance in five (5) equal annual installments, together with any accrued and unpaid interest due and payable on such installment, with the first installment of principal and accrued interest due and payable on the date which is one year following the Additional Payment Closing Date, and the remaining installments to be paid on each subsequent anniversary of termination the Additional Payment Closing Date (or if each, a “Payment Date”) until the date of termination Outstanding Balance is repaid in full. To the extent not a business daypreviously repaid in full on an earlier Payment Date, Buyer shall repay the Outstanding Balance plus all accrued and unpaid interest thereon on the next preceding business dayfinal Payment Date (the “Maturity Date”), multiplied by the highest number of shares . All or any portion of the Acquiror's capital stock owned by the Employee Outstanding Balance and all accrued and unpaid interest thereon and any and all other sums payable to Seller hereunder may be, in Buyer’s sole discretion, (i) prepaid in whole or in part without penalty 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 his 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, prior to the Maturity Date, and (ii) paid in cash or by the delivery of such number of Alliance Shares equal to the amount of such portion of the Outstanding Balance and all accrued and unpaid interest thereon otherwise payable to Seller divided by the average per share closing price of the Company’s common stock on the stock exchange in which the stock is principally traded for the 20 business days immediately prior to the date of delivery of such Alliance Shares. Prior to delivery of any Alliance Shares pursuant to this Section 2.4(c), (A) Alliance shall have filed a registration statement (the “Shelf Registration Statement”) with the Securities and Exchange Commission in order to register such Alliance Shares, and (B) the Shelf Registration Statement shall have been declared effective by the Securities and Exchange Commission. Alliance shall bear all fees associated with the filing of the Shelf Registration Statement including: (i) all registration and filing fees, (ii) all fees and expenses of compliance with federal securities laws and state “blue sky or securities laws, (iii) all expenses of printing, (iv) all fees and disbursements of legal counsel to Alliance, (v) all application fees in connection with the listing of the Alliance Shares on a national securities exchange, (vi) all fees and disbursements of independent public accountants for Alliance and (vii) the reasonable fees and disbursements of not more than one law firm or counsel to act as counsel for the Selling Group Members. Alliance shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act of 1933, as amended, and the rules and regulations adopted thereunder (the “Act”), in order to permit the Shelf Registration Statement to be usable by the Seller Group Members for a period from the date the Shelf Registration Statement is declared effective by the Securities Exchange Commission until the earlier of (i) the second anniversary thereof or (ii) the date upon which there are no Alliance Shares outstanding. The Company shall cause the Shelf Registration Statement and any amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. If required under the Act or other applicable laws, Alliance shall, at its sole expense, and within a reasonable time of receiving a written request from a Seller Group Member (at no time later than 10 business days from Alliance receiving the written request from a Seller Group Member) file with the Securities Exchange Commission a post-effective amendment to the Shelf Registration Statement or, as required by law, file a supplement or an amendment to the Shelf Registration Statement or any document incorporated therein by reference such that the Seller or such person as designated by Seller shall be named as a selling shareholder in the Shelf Registration Statement or related prospectus. 5. The parties agree and acknowledge that Section 2.7 of the Agreement is hereby deleted in its entirety. 6. The parties agree and acknowledge the addition of Section 2.9 of the Agreement to read in its entirety as follows:

Additional Payment. If a Change (i) As an additional part of Control the Purchase Price, within 90 days of ConAgra occursthe Determination Date, Employee Buyer shall receive pay to Seller an amount equal to the excessCumulative Core Business EBIT multiplied by 3, if any, less the Cash Purchase Price Amount (the "Additional Payment"); provided that in no event shall the Additional Payment exceed the sum of Twenty Five Million Dollars ($25,000,000) (U.S.) and no payment shall be due or made unless the Cumulative Core Business EBIT of the highest per share price offered Company during the Determination Period is equal to or greater than twelve percent (valued 12%) of Cumulative Core Business Revenues during the Determination Period. For purposes of determining the Core Business Revenues and the Cumulative Core Business EBIT, the Buyer shall deliver to Seller within 60 days of the Determination Date, the Companies' consolidated statements of income, prepared in U.S. currency) accordance with GAAP by the successful Acquiror Buyer, for ConAgra common stock the Determination Period (the "Determination Date Income Statements"). Seller shall have 45 days following delivery to Seller of the Determination Date Income Statements during which stock will then be treated to notify Buyer of any dispute of any item contained therein, which notice shall set forth the basis for such dispute. During such time period, Seller and its independent auditors and authorized representatives shall have full access at all reasonable times to the properties, books, records and personnel of the Companies relating to periods during the Determination Period for purposes of this Agreement reviewing and resolving any disputes concerning the Determination Date Income Statements. If Seller fails to notify Buyer of any such dispute within such 45-day period, the Determination Date Income Statements shall be final, conclusive and binding. In the event the Seller notifies the Buyer of any dispute, the undisputed portion of the Additional Payment shall be paid to Seller and Buyer and Seller shall cooperate in good faith to resolve such dispute as converted into equivalent shares promptly as practicable. If Buyer and Seller are unable to resolve any such dispute within 15 days of Seller's delivery of such Acquiror's notice, such dispute shall be resolved by a Settlement Auditor. The Settlement Auditor shall make such revisions to the Determination Date Income Statements as it deems appropriate in order to make a determination of the Additional Payment as promptly as practicable, provided that the Additional Payment as so determined must be between (or equal to one of) the surviving company's capital stock amounts proposed by Seller and Buyer in the dispute. Such determination shall be final, conclusive and binding on the parties and shall be deemed a final arbitration award that is enforceable pursuant to all terms of the Federal Arbitration Act. The expenses relating to the engagement of the Settlement Auditor shall be shared equally by Buyer and Seller. (ii) Upon determination of the Additional Payment, Buyer shall pay to Seller (such amount to be allocated among the Seller parties as set forth on EXHIBIT 2.2) the Additional Payment less the undisputed portion previously paid pursuant to Section 2.2(c)(i). (iii) Notwithstanding the above, if there is a Change in control in Buyer, and provided that 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 applicablein Control, 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 Cumulative Core Business EBIT of the Acquiror's capital stock owned by the Employee at any time during the period beginning on Company through the date of the Change in Control is equal to or greater than twelve percent (12%) of Control Cumulative Core Business Revenues during such time period, the Seller shall have the option, exercisable within 90 days after the occurrence of ConAgra and ending on the date of termination. For Change in Control, to accelerate the Additional Payment, recomputed for purposes of this Section 3(c)at the greater of the following amounts (provided that in no event shall the sum of recomputed Additional Payment exceed $25,000,000): (a) Cumulative Core Business EBIT for 12 month period ending on the calendar month preceding the Change in Control (or such lesser period between Closing and the Change in Control, if applicable) multiplied by 9, less the additional amount due hereunder Cash Purchase Price amount; or (b) (A) $8,333,333.00 if the Change of Control occurs within the first anniversary following Closing, provided that the option described above cannot be exercised any sooner than the first anniversary of the Closing Date, (B) $16,666,666 if the Change of Control occurs between the first and second anniversaries following Closing, or (C) $25,000,000 if the Change of Control occurs between the second anniversary following Closing and the Determination Date. (iv) Interest on the Additional Payment shall be computed determined using the Determination Date Income Statements and shall accrue as if Employee owned all follows. From July 1, 1999 through June 30, 2000, interest shall accrue at a rate equal to the June 30, 1999 interest rate on newly issued U.S. Treasury Notes having a maturity of 2 years, on the amount of the Acquiror's stock with respect Additional Payment that would have been due had the Determination Date been June 30, 1999. From July 1, 2000 through June 30, 2001, interest shall accrue at a rate equal to which Employee has an option to purchase in connection with his employment with the AcquirorJune 30, ConAgra or any 2000 interest rate on newly issued U.S. Treasury Notes having a maturity of their subsidiaries. Said 2 years, on the 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 terminationAdditional Payment that would have been due had the Determination Date been June 30, Employee shall receive the amount by which the closing price of such stock per share on 2000. From July 1, 2001 through the date of termination (determined as aforesaid) exceeds the per share actual net sales price payment of the Acquiror's stock Additional Payment, Interest shall accrue at a rate equal to the June 30, 2001 interest rate on newly issued U.S. Treasury Notes having a maturity of 2 years, on the date amount 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 timeAdditional Payment.

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 ’s or the surviving company's ’s capital stock as of the date of the Change of Control of ConAgra) over the closing per share price of such Acquiror's ’s or the surviving company's ’s ("“Acquiror"”) stock quoted on an established securities market (or if applicable, the closing bid price for the Acquiror's ’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 ’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 ’s stock with respect to which Employee has an option to purchase in connection with his 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 ’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 ’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 ’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 ’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 ’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.

Additional Payment. If a Change of Control of ConAgra occurs, Employee shall receive an amount equal to (a) Within 30 days after the excess, if any, second anniversary of the highest per share price offered (valued Closing Date, Purchaser shall prepare and deliver to Seller a statement setting forth Purchaser’s calculation of the Specified Account Net Commissions and Fees for which Purchaser has received a broker of record letter that is in U.S. currency) by full force and effect from 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 applicable Specified Accounts as of the date second anniversary of the Change of Control of ConAgraClosing Date (the “Estimated Specified Account Net Commissions and Fees”). (b) over the closing per share price If Seller in good faith disagrees with Purchaser’s Estimated Specified Account Net Commissions and Fees, Seller may, within 30 days after receipt of such Acquiror's statement (the “Additional Payment Objection Period”), deliver to Purchaser a notice disagreeing therewith and setting forth Seller’s objections (the “Additional Payment Objection Notice”). The Additional Payment Objection Notice shall specify in reasonable detail those items or the surviving company's ("Acquiror") stock quoted on an established securities market (or if applicableamounts as to which Seller disagrees, the closing bid price for basis of such disagreement and, if the Acquiror's stock that disagreement relates to the calculation of amounts, Seller’s calculation of such amounts. If the Additional Payment Objection Notice is quoted on a secondary market or substantial equivalent thereof) not timely received by Purchaser within the Additional Payment Objection Period, Seller shall be deemed to agree in all respects with the applicable Estimated Specified Account Net Commissions and Fees as prepared by Purchaser, and such calculation shall be final and binding on the date Parties. (c) If an Additional Payment Objection Notice is timely received by Purchaser within the Additional Payment Objection Period, the Parties shall, during the 20 days following Purchaser’s receipt of termination (or if the date of termination is not a business daysuch notice, use their good faith, reasonable efforts to reach an agreement on the next preceding business day)disputed items. If such an agreement is reached, multiplied the Estimated Specified Account Net Commissions and Fees as so agreed shall be final and binding on the Parties. If the Parties are unable to reach such an agreement, Purchaser and Seller shall jointly retain the Accountant to resolve any remaining disagreements. Purchaser and the Seller Parties shall execute, if requested by the highest number of shares Accountant, a reasonable engagement letter, including customary indemnification provisions in favor of the Acquiror's capital stock owned Accountant. Purchaser and Seller shall direct the Accountant to render a determination in writing as promptly as practicable and in any event within 30 days after its retention and the Parties shall cooperate with the Accountant during its engagement and make available the records and workpapers necessary for its review. The Accountant shall consider only those items and amounts set forth in the Additional Payment Objection Notice that Purchaser and Seller have been unable to resolve, and the Accountant shall review only the records and workpapers submitted and base its determination solely on such submissions and the related computational materials. In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value of such item claimed by either party or less than the Employee at any time during the period beginning smallest value for such item claimed by either party. The Accountant’s determination shall be based on the date definitions included herein and shall otherwise be made in accordance with this Agreement. The determination 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 Accountant 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 his 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 conclusive 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.binding upon the

Additional Payment. If a Change The Company agrees that the Holders will suffer damages if the Company fails to fulfill certain of Control its obligations under Section 2 hereof or otherwise permits certain circumstances to exist and that it would not be feasible to ascertain the extent of ConAgra occurssuch damages with precision. Accordingly, Employee the Company agrees to pay an additional amount of consideration under the circumstances and to the extent set forth below: (i) if the Initial Shelf Registration is not declared effective by the SEC on the earlier to occur of the Effectiveness Date or 180 days after the issuance of the Warrants, then on the second Business Day immediately following such date (the "Initial Shelf Payment Date"), the Company shall receive pay to each Holder an amount equal to the excess, Additional Payment (as defined below); (ii) if any, of the highest per share price offered (valued in U.S. currency) Initial Shelf Registration is not declared effective by the successful Acquiror for ConAgra common stock (which stock will SEC on or prior to the end of each subsequent 30-day period following the Initial Shelf Payment Date, then be treated for purposes of this Agreement as converted into equivalent shares of on each 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 applicable30th day, the closing bid price for Company shall promptly pay to each Holder an amount equal to the Acquiror's stock that is quoted on Additional Payment; and (iii) if 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 Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the period beginning Effectiveness Period (a "Default Shelf"), then on the date of the Change of Control of ConAgra and ending on second Business Day immediately following the date such Shelf Registration ceases to be effective (the "Shelf Default Date"), the Company shall pay to each Holder an amount equal to the Additional Payment; and (iv) if the Default Shelf described in clause (iii) above is not declared effective by the SEC on or prior to the end of termination. each subsequent 30-day period following the Shelf Default Date, then on each such 30th day, the Company shall promptly pay to each Holder an amount equal to the Additional Payment. (b) For purposes of this Section 3(cSection, "Additional Payment" shall mean with respect to each Holder, an amount equal to the product of (x) $60,000 multiplied by (y) a fraction: the numerator of which shall equal (A) in the case of Sections 3(a)(i) and 3(a)(ii), the additional amount due hereunder shall be computed as if Employee owned all aggregate number of the Acquiror's stock with respect to which Employee has an option to purchase in connection with his 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 Registrable Securities held by which the closing price of such stock per share Holder on the date Initial Shelf Payment Date or (B) in the case of termination (determined as aforesaidSections 3(a)(iii) exceeds and 3(a)(iv), the per share actual net sales price aggregate number of the Acquiror's stock Registrable Securities held by such Holder on the date Shelf Default Date, and the denominator of sale realized by Employee, multiplied by which shall equal the aggregate number of shares sold Registrable Securities held by Employee. Said amount shall be paid in immediately available funds to Employee within ten days after all Holders on 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 timeInitial Shelf Payment Date.

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 his 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.

Additional Payment. If a Change of Control of ConAgra occurs(a) Subject to subsection (c), Employee shall receive an amount equal Applicant to whom section 13(b) applies may elect to pay directly to the excessImporting Plan Pension Authority, part or all of the difference between the Required Amount and the Available Amount (the “Shortfall”), together with interest at the rate that the Importing Plan Pension Authority is crediting to employee contributions, for the period commencing on the first day of the month following the Date of Application and ending on the last day of the month in which the payment is made. In this event, the Applicant shall have 60 days from the date of the letter forwarding the “Transfer Estimate and Acceptance Form” (Appendix “B”) to the Applicant, as referred to in section 10(b)(ii), to pay the Shortfall, together with interest at the rate that the Importing Plan Pension Authority is crediting to employee contributions, for the period commencing on the first day of the month following the Date of Application and ending on the last day of the month in which the payment is made. Where the Importing Plan Pension Authority permits payment of the Shortfall more than 60 days after the date of the letter forwarding the Appendix “B” to the Applicant, additional interest will accrue on the Shortfall in accordance with the terms and conditions of the Importing Plan Pension Authority until the last day of the month in which the payment is made. (Last amended August 20, 2004 – Effective January 1, 2004) (b) An Applicant who elects to pay part or all of the Shortfall together with interest at the rate and for the period prescribed in section 14(a) directly to the Importing Pension Plan shall, for the purpose of pension calculation, be given credit for the corresponding Credited Service in the manner prescribed in section 13. (Last amended August 20, 2004 – Effective January 1, 2004) (c) When, under the Exporting Plan, there has been a partition or assignment of pension benefits between spouses following a marriage breakdown, the portion of the Shortfall resulting from that partition or assignment cannot be paid by the Applicant. (d) Subject to subsection (c), nothing in this Agreement prohibits an individual who refuses to purchase their service pursuant to subsection (a) from purchasing the same service by another means, 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 his 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 terms and related options rather than conditions of 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 timeImporting Plan.

Additional Payment. If a Change of Control of ConAgra occurs, Employee shall receive an amount equal to (a) Within 30 days after the excess, if any, second anniversary of the highest per share price offered (valued Closing Date, Purchaser shall prepare and deliver to Seller a statement setting forth Purchaser’s calculation of the Specified Account Net Commissions and Fees for which Purchaser has received a broker of record letter that is in U.S. currency) by full force and effect from 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 applicable Specified Accounts as of the date second anniversary of the Change of Control of ConAgraClosing Date (the “Estimated Specified Account Net Commissions and Fees”). (b) over the closing per share price If Seller in good faith disagrees with Purchaser’s Estimated Specified Account Net Commissions and Fees, Seller may, within 30 days after receipt of such Acquiror's statement (the “Additional Payment Objection Period”), deliver to Purchaser a notice disagreeing therewith and setting forth Seller’s objections (the “Additional Payment Objection Notice”). The Additional Payment Objection Notice shall specify in reasonable detail those items or the surviving company's ("Acquiror") stock quoted on an established securities market (or if applicableamounts as to which Seller disagrees, the closing bid price for basis of such disagreement and, if the Acquiror's stock that disagreement relates to the calculation of amounts, Seller’s calculation of such amounts. If the Additional Payment Objection Notice is quoted on a secondary market or substantial equivalent thereof) not timely received by Purchaser within the Additional Payment Objection Period, Seller shall be deemed to agree in all respects with the applicable Estimated Specified Account Net Commissions and Fees as prepared by Purchaser, and such calculation shall be final and binding on the date Parties. (c) If an Additional Payment Objection Notice is timely received by Purchaser within the Additional Payment Objection Period, the Parties shall, during the 20 days following Purchaser’s receipt of termination (or if the date of termination is not a business daysuch notice, use their good faith, reasonable efforts to reach an agreement on the next preceding business day)disputed items. If such an agreement is reached, multiplied the Estimated Specified Account Net Commissions and Fees as so agreed shall be final and binding on the Parties. If the Parties are unable to reach such an agreement, Purchaser and Seller shall jointly retain the Accountant to resolve any remaining disagreements. Purchaser and the Seller Parties shall execute, if requested by the highest number of shares Accountant, a reasonable engagement letter, including customary indemnification provisions in favor of the Acquiror's capital stock owned Accountant. Purchaser and Seller shall direct the Accountant to render a determination in writing as promptly as practicable and in any event within 30 days after its retention and the Parties shall cooperate with the Accountant during its engagement and make available the records and workpapers necessary for its review. The Accountant shall consider only those items and amounts set forth in the Additional Payment Objection Notice that Purchaser and Seller have been unable to resolve, and the Accountant shall review only the records and workpapers submitted and base its determination solely on such submissions and the related computational materials. In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value of such item claimed by either party or less than the Employee at any time during the period beginning smallest value for such item claimed by either party. The Accountant’s determination shall be based on the date definitions included herein and shall otherwise be made in accordance with this Agreement. The determination 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 Accountant 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 his 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 conclusive 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.binding upon the

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 Exhibit 10.13 (continued) 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 his 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.

Additional Payment. If a Change of Control of ConAgra occurs, Employee shall receive an amount equal to Following the excess, if any, effective date of the highest per share price offered Termination Release attached as Exhibit A (valued the “Termination Release Effective Date”), you shall be provided all of the following benefits in U.S. currencyexchange for, your transition services, your waiver and release of claims in favor of Intuit Inc. and its officers, directors, employees, agents, representatives, subsidiaries, divisions, affiliated companies, successors, and assigns (collectively, the “Company”) by the successful Acquiror for ConAgra common stock (which stock will then be treated and because, for purposes of this the Employment Agreement and the Restricted Stock Unit Agreement, as defined below, you have notified Intuit that the change in your title and responsibilities (in connection with changes occurring at CTG) is an “Involuntary Termination”: a. A single lump sum payment of $875,000 payable as soon as reasonably possible following the Termination Release Effective Date; b. A pro rata portion (based on the number of full months of employment with the Company from the date of grant of such award to the Termination Date divided by thirty-six (36)) of the restricted stock unit granted to you on August 25, 2006 (referred to herein as the “Restricted Stock Unit Agreement”) shall vest on the Termination Date. A net amount of these shares shall be distributed to you on the Termination Release Effective Date after reduction for withholding of applicable taxes. You acknowledge and agree that you are not entitled to any other payments or benefits from the Company, including but not limited to any further payments or benefits pursuant to the provisions of your May 10, 2005 Employment Agreement as converted into equivalent shares of such Acquiror's or amended September 6, 2005 (referred to herein as the surviving company's capital stock “Employment Agreement”), other than those expressly set forth in this Agreement. We have provided to you a Stock Closing Statement and Intuit Employee Stock Award Information Memorandum that contains important information regarding your equity awards held by you as of the date Resignation Date. All stock awards that remain outstanding as of the Change of Control of ConAgra) over the closing per share price of such Acquiror's or the surviving company's Termination Date shall remain exercisable ("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 his 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 vested as 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(cthe Termination Date) for Acquiror's stock owned, or subject the time period set forth in the applicable agreements and thereafter to an option held, by Employee. These provisions the extent unexercised shall be appropriately modified or adjusted forfeited to take into account the fact that the computations Company pursuant to the preceding sentence terms of such awards. Please review your stock award documentation carefully as there are with respect no extensions to ConAgra common the expiration date of your stock and related options rather than the Acquiror's capital stock and options related theretooptions. 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 timePlease contact Sxxxxx Xxxxxxxx at (650)944–6504 if you need more information.