Exhibit 10.19
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ConAgra, Inc.
Xxx XxxXxxx Xxxxx
Xxxxx, XX 00000-0000
Phone: (000) 000-0000
February 16, 1998
Xxxxx Xxxxx
President and
Chief Executive Officer
ConAgra, Inc.
Xxx XxxXxxx Xxxxx
Xxxxx, Xxxxxxxx 00000-0000
Dear Xxxxx:
This letter will constitute an amendment of the terms and conditions of
the employment agreement between you and ConAgra dated August 26, 1996 (the
"Agreement"). First, the definition of "accrued benefits" in Section
5.1(ii), applicable in part in connection with the events described in
Sections 5.1 and 5.2, is amended to read as follows: all options previously
granted to Executive in connection with the LTSMIP shall become fully vested
and exercisable during the remainder of the term of such options, and all
options granted in accordance with Section 3.5 above shall become fully
vested and exercisable during the remainder of the term of such options.
Second, pursuant to Section 4.2 of the Agreement, you shall be credited with
92 months of additional service for purposes of determining your benefits
payable and for vesting qualification under ConAgra's nonqualified pension
plan and related benefit plans. Third, in the event of a termination by
ConAgra without Cause or by you for Good Reason (as described in Section 5.2
of the Agreement), you may elect to receive your benefits under ConAgra's
nonqualified pension plan in a lump sum.
Subject to the amendments referenced above, all of the other terms and
conditions of your Agreement are hereby ratified and affirmed. If you are in
agreement with the amendments set forth above, please so indicate by signing
below and returning an executed original of this letter to me for placement
in the files of the Human Resources Committee of ConAgra's Board of Directors.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxx
_____________________________
Xxxxxx X. Xxxxxxxx, Chairman
of the Board of Directors
Acknowledged and Agreed to:
/s/ Xxxxx Xxxxx
___________________________
Xxxxx Xxxxx
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