INTERIM POSITION AND NON-COMPETE AGREEMENT

Exhibit 10.2

INTERIM POSITION AND NON-COMPETE AGREEMENT

This Interim Position and Non-Compete Agreement (the “Agreement”) is made and entered into on this 28th day of September, 2016 by and between ConAgra Foods, Inc. (the “Company”) and Xxxx Xxxxxxx (“you” or “Xxxxxxx”), collectively the “Parties” and is effective on September 28, 2016 (the “Effective Date”). As of the Effective Date, this Agreement supersedes the Transition and Non-Competition Agreement between the Company and Xxxxxxx dated August 29, 2016 and any previous versions. The Company and Xxxxxxx hereby mutually covenant and agree as follows:

(1) Position, Term, Reporting, Location, Schedule.

a. The Company hereby employs Xxxxxxx and Xxxxxxx hereby accepts employment with the Company as Vice President and interim Chief Financial Officer (“CFO”) of Xxxx Xxxxxx. Xxxxxxx will be employed by ConAgra Foods, Inc. until the last business day immediately preceding the completion of the Xxxx Xxxxxx spin off (the date on which the completion occurs, the “Spin-Off Date”), subject to earlier termination in accordance with Section 3 of the Agreement. Effective as of the last business day immediately preceding the Spin-Off Date (the “Transfer Date”), Xxxxxxx will be employed by Xxxx Xxxxxx. As Vice President and interim CFO of Xxxx Xxxxxx, Xxxxxxx will have no further formal responsibilities related to the transition of the ConAgra Foods, Inc. Chief Financial Officer role. Xxxxxxx shall be the principal financial officer for Xxxx Xxxxxx.

x. Xxxxxxx’x employment under this Agreement shall commence on the Effective Date and shall continue until December 15, 2016, unless terminated on an earlier date in accordance with Section 3 of the Agreement (such period, the “Term”). As used in this Agreement, “Employer” means the Company prior to the Transfer Date and means Xxxx Xxxxxx on and after the Transfer Date. The occurrence of the Transfer Date or Spin-Off Date after December 15, 2016 shall not extend the Term.

x. Xxxxxxx shall report to ConAgra’s Chief Executive Officer, Xxxx Xxxxxxxx, until the Spin-Off Date. Effective as of the Spin-Off Date, Xxxxxxx shall report to Chief Executive Officer of Xxxx Xxxxxx, Xxxxxx Xxxxxx. Xxxxxxx will not have any direct reports until the Xxxx Xxxxxx Controller commences employment, at which time s/he will report to Xxxxxxx.

x. Xxxxxxx will be officed in Omaha, Nebraska. Xxxxxxx will commute to Boise, Idaho as necessary to perform the duties of his position. Xxxxxxx will be entitled to use Company-owned or Xxxx-Xxxxxx-owned corporate aircraft for his commute or, if corporate aircraft is unavailable, the highest class of service available on the commercial flight of his choice.

x. Xxxxxxx will be expected to work 80 percent of his current schedule. The Company will honor Xxxxxxx’x family commitments related to his daughter’s college visits. Xxxxxxx will be entitled to participate in company-recognized holidays.

(2) Compensation, Benefits and Related Matters

a. Salary. During the Term, the Company shall continue to pay Xxxxxxx at the current rate of his base annual salary of Six Hundred Fifty Thousand Dollars ($650,000.00), less applicable taxes and withholdings required by law or deductions authorized by Xxxxxxx pursuant to the Company’s normal payroll procedures.

-1-

b. Benefits. During the Term and prior to the Spin-Off Date, Xxxxxxx shall continue to participate in all Company benefit plans, as in effect or amended from time to time, in which he participates as of the date of this Agreement, subject to the terms of such benefit plans; provided that Xxxxxxx will not be eligible for new equity grants in the fiscal year 2017 grant cycle. On and after the Spin-Off Date during the Term, except with respect to equity awards, Xxxxxxx shall cease active participation in the Company’s benefit plans (including The ConAgra Foods, Inc. Pension Plan for Salaried Employees) and shall be eligible to participate in all Xxxx Xxxxxx benefit plans, as in effect or amended from time to time, in which officers of Xxxx Xxxxxx participate. In connection with the spin off of Xxxx Xxxxxx, the liabilities associated with Xxxxxxx’x accounts under the ConAgra Foods, Inc. Amended and Restated Non-Qualified CRISP Plan and the ConAgra Foods, Inc. Amended and Restated Voluntary Deferred Compensation Plan will not be transferred to Xxxx Xxxxxx or any nonqualified deferred compensation plan of Xxxx Xxxxxx.

c. Equity Awards. Xxxxxxx’x outstanding equity awards granted under any of the ConAgra Foods 2009 Stock Plan, the ConAgra Foods, Inc. 2014 Stock Plan, the ConAgra Foods, Inc. 2008 Performance Share Plan, and or other applicable plans of the Company under which Xxxxxxx received an equity award (the “Company Equity Awards”) shall continue in effect under their existing terms until the Spin-Off Date. In connection with the spin off, the Company Equity Awards will be equitably adjusted to reflect the spin off substantially in the manner determined by the Company’s Human Resources Committee, provided that the Company Equity Awards will remain awards under the Company Equity Plans and will not transfer to Xxxx Xxxxxx equity plans, and provided further that on and after the Spin-Off Date service or employment requirements under the Company Equity Awards will be based on Xxxxxxx’x service or employment with Xxxx Xxxxxx. Where applicable under the terms of the Company Equity Awards, Xxxxxxx shall remain eligible for “early retirement” equity award treatment upon his separation from service with Xxxx Xxxxxx.

d. Annual Bonus. During the Term and prior to the Spin-Off Date, Xxxxxxx shall continue to participate in the Company’s FY17 Management Incentive Plan (the “ConAgra MIP”). Xxxxxxx’x ConAgra MIP award shall be based on the number of days employed with the Company during FY17 through the Spin-Off Date, and shall be based on a target of 100% of salary actually received from the Company during FY17 and the funded percentage for then-active members of the Company’s senior leadership team (i.e., no individual modifier will be applied to reduce the award). Xxxxxxx’x ConAgra MIP award, if earned, shall be payable at the time other ConAgra MIP awards are paid for other eligible participants. On and after the Spin-Off Date during the Term, Xxxxxxx shall be eligible to participate in the Xxxx Xxxxxx FY17 Management Incentive Plan (the “Xxxx Xxxxxx MIP”). Xxxxxxx’x Xxxx Xxxxxx MIP award shall be based on the number of days employed with Xxxx Xxxxxx on and after the Spin-Off Date and shall be subject to all other terms of the Xxxx Xxxxxx MIP.

(3) Termination of Agreement

a. The Employer may terminate this Agreement at any time, by giving written notice of such termination to Xxxxxxx, upon one of the following events: (i) the Company decides not to go forward with the spin off of Xxxx Xxxxxx; (ii) upon a mutually agreed upon date following the identification and onboarding of a permanent Xxxx Xxxxxx Chief Financial Officer; (iii) the knowing engagement of Xxxxxxx in serious misconduct that is monetarily or otherwise materially injurious to the Company or Xxxx Xxxxxx; (iv) the failure of Xxxxxxx to follow any reasonable or lawful directive of the Board of Directors of the Employer; (v) the admission to, conviction of, or entering of a plea of nolo contendere to any felony or any lesser crime involving moral turpitude, fraud, embezzlement or theft by Xxxxxxx: (vi) act by Xxxxxxx of fraud, embezzlement, theft or intentional misrepresentation in connection with Xxxxxxx’x duties or in the course of Xxxxxxx’x engagement with the Company or Xxxx Xxxxxx; (vii) the material breach of any Company or Xxxx Xxxxxx policies or rules or any provision of this Agreement; and (viii) any breach of Xxxxxxx’x fiduciary responsibility to the Company or Xxxx Xxxxxx. In the event of a termination for one of the above-listed reasons, the Employer shall pay to Xxxxxxx the compensation payable to Xxxxxxx for the payroll period in which such termination occurs, prorated to the day of termination. A termination of the Agreement for one of the above-listed reasons will not cause Xxxxxxx to forfeit any benefits to which he is otherwise entitled to receive after his termination of employment by reason of the terms of such benefits.

-2-

x. Xxxxxxx may terminate this Agreement at any time by giving written notice of such termination to the Employer at least thirty (30) days prior to the effective date of such termination; provided, however, that such period may be reduced by the Employer in its sole and absolute discretion. During such period, it is understood Xxxxxxx shall continue to perform relevant duties for the Employer and will assist the Employer with transferring Xxxxxxx’x responsibilities in an appropriate manner and take such reasonable actions to assure a smooth transition. In the event of a termination by Xxxxxxx, the Employer shall pay to Xxxxxxx the compensation payable to Xxxxxxx for the payroll period in which such termination occurs, prorated to the day of termination.

(4) Xxxxxxx shall execute a Release of Claims in the forms of Exhibit A, attached hereto and by this reference incorporated herein (the “Release”). Xxxxxxx hereby acknowledges that he shall have up to twenty-one (21) days to consider and execute this Agreement and Release pursuant to the Older Workers Benefit Protection Act. Xxxxxxx understands that he may revoke this Agreement and the Release in writing addressed and delivered to the Company c/o Xxxxxxx X. Xxxxx, Chief Counsel, Labor, Employment & Compliance, 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 00, Xxxxxxx, XX 00000 within seven (7) days after the execution of this Agreement and the Release, in which event, this Agreement and the Release will be of no force and effect and Xxxxxxx will not be entitled to any of the payments or benefits provided for herein except to the extent he would be entitled to such benefits without this Agreement. The Release shall become effective on the eighth calendar day following the revocation period provided for in this Paragraph 4 (the “Release Effective Date”). As consideration for the Release, the Company will pay Xxxxxxx the gross amount of Two Hundred Fifty Thousand Dollars ($250,000.00), less applicable withholdings (“First Payment”), payable within 30 days following Xxxxxxx’x execution of the Agreement and Release, and the other payments and benefits set forth in this Agreement.

(5) Subject to the terms of this Agreement, including meeting all obligations of Paragraph 1 and provided that Xxxxxxx signs and returns the Release to the Company within the timeframes set forth herein, and does not revoke the Release, and remains in compliance with this Agreement (including the restrictive covenants set forth in Paragraphs 6, 7 and 8), the Company shall pay Xxxxxxx, the sum of Four Hundred Thousand Dollars ($400,000.00), less applicable withholdings (“Additional Payments”). As another pre-condition of Xxxxxxx being entitled to and paid the Additional Payments, Xxxxxxx also agrees that, within 30 days of his separation from service with the Company and Xxxx Xxxxxx (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended), the Company will present and Xxxxxxx will sign the attached general release (or one substantially in the form, as determined by the Company) provided in Exhibit B to this Agreement. The Additional Payments shall be made in two installments as follows:

a. Two Hundred Thousand Dollars ($200,000.00), less applicable withholdings, six months after his separation from service with the Company and Xxxx Xxxxxx (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended).

b. Two Hundred Thousand Dollars ($200,000.00), less applicable withholdings, twelve months after his separation from service with the Company and Xxxx Xxxxxx (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended).

Xxxxxxx acknowledges that the First Payment combined with the other payments and benefits set forth in this Agreement are more than sufficient consideration for the restrictive covenants set forth in Paragraphs 6, 7 and 8 below, notwithstanding the Additional Payments.

(6) Xxxxxxx acknowledges that during his employment he has been granted access to the Company’s Confidential Information. This Confidential Information is not generally known to, or readily ascertainable by, the public or the Company’s competitors and gives the Company a competitive advantage. Unauthorized disclosure of this Confidential Information would result in irreparable injury to the Company, its subsidiaries, affiliates or joint ventures. Xxxxxxx therefore shall not, without the Company’s prior permission, directly or indirectly, utilize or disclose to anyone outside of the Company, or permit access by unauthorized persons or entities to, any Confidential Information, and shall take all reasonable precautions to prevent any person or entity access to any of the Confidential Information.

“Confidential Information” is defined as non-public information of value to the Company that Xxxxxxx learned in connection with his employment with the Company and that would be valuable to a competitor or other third parties. Confidential Information includes, but is not limited to, information concerning the Company’s business plans, operations, products, services, vendors and vendor contacts, referrals and sourcing, strategies, marketing, sales, inventions, designs, costs, legal strategies, finances, customers, prospective customers, licensees, or licensors; information regarding the Company’s revenue, rates, pricing or price formulas, profit margin; computer software, information received from third parties under confidential conditions; or other valuable financial, commercial, business, technical or marketing information concerning the Company, or any of the products or services made, developed or sold by the Company.

-3-

An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.

(7) Xxxxxxx recognizes and agrees that the Company has a legitimate business interest in restricting potential competitors from hiring Employees who possess or otherwise may have or had access to the Company’s or any of its affiliates’ confidential information. Therefore, Xxxxxxx agrees that from the date of this Agreement through the twenty-four (24) month period following the Spin Off Date or following the end of the Term, whichever occurs first, Xxxxxxx shall not directly or indirectly through any other person or entity recruit, induce, or attempt to induce any Employee to terminate his or his employment with the Company or otherwise interfere in any way with the employment relationship between the Company and its Employees. This restriction includes, but is not limited to: (a) identifying Employees as potential candidates for employment by name, background or qualifications; (b) recruiting or soliciting Employees; and/or (c) participating in any pre-employment interviews with Employees. For purposes of this paragraph “Employee” (including its plural) means any person employed by the Company at the Spin Off Date, The term “Company,” as used in this paragraph, shall include all controlled, direct and indirect, subsidiaries of the Company.

(8) From the date of this Agreement through the twelve (12) month period following the Spin Off Date or following the end of the Term, whichever occurs first (the “Non-Compete Period”), Xxxxxxx agrees he will not, within the Restricted Geographic Area, be employed by, work for, consult with, provide services to, or lend assistance to any Competing Organization in a Prohibited Capacity. For purposes of this Agreement:

“Competing Organization” is defined as any organization that researches, develops, manufactures, markets, distributes and/or sells one or more Competing Products/Services.

“Competing Products/Services” means any products, services or activities (including, without limitation, products, services or activities in the planning or development stage during the Non-Compete Period) that compete, directly or indirectly, in whole or in part, with one or more of the material products, services or activities (including, without limitation, products, services or activities in the planning or development stage during the Non-Compete Period) produced, provided, or engaged in by Company or its affiliates at the time of the end of the Term and with which Xxxxxxx worked or about which Xxxxxxx obtained any trade secret or other Confidential Information at any time during the five (5) years immediately preceding the end of the Term. “Material products, services or activities” means the development, manufacture or production of packaged food products for the retail, foodservice or institutional channels.

For purposes of this Agreement, “Prohibited Capacity” is defined as (a) any same or similar capacity to that held by Xxxxxxx at any time during the last three (3) years of employment with Company prior to the end of the Term; (b) any executive or managerial capacity; or (c) any capacity in which Xxxxxxx’x knowledge of Confidential Information would render his assistance to a Competing Organization a competitive advantage.

For purposes of this Agreement, “Restricted Geographic Area” is defined as all countries, territories, parishes, municipalities and states in which the Company is doing business or is selling its products at the time of the end of the Term, including but not limited to every parish and municipality in the state of Louisiana. Xxxxxxx acknowledges that this geographic scope is reasonable given his position with the Company, the international scope of the Company’s business; and the fact that Xxxxxxx could compete with the Company from anywhere the Company does business.

(9) Xxxxxxx acknowledges that a violation of the restrictive covenants set forth in Paragraphs 6, 7 and 8 above would cause irreparable damage to the Company, and that in the event of a breach or threatened breach, the Company would be entitled to injunctive relief, without the posting of any bond, in addition to any other such relief as may be appropriate at law or in equity.

(10) Xxxxxxx shall not be entitled to any other payments or benefits other than as expressly set forth in this Agreement, except those benefits payable pursuant to any pension, equity award, deferred compensation and 401(k) plans of the Company and the agreements related to previously granted equity-based compensation. Except as provided herein, Xxxxxxx’x participation in any employee benefit, stock option, or other incentive plan, between Xxxxxxx and the Company will continue to vest, be subject to exercise, and/or be forfeited, in each case only as specifically provided for under the terms of any such grants to Xxxxxxx and the terms of the applicable plan and relevant agreements.

-4-

(11) Xxxxxxx shall make no public statements, or request, cause or solicit any third party to make any public statements that are in any way inconsistent with the terms of this Agreement. Xxxxxxx further agrees not to make any disparaging remarks or take any action now, or at any time in the future, that could be detrimental to the reputation of the Company, or any of its directors, officers or employees. Nothing in this Agreement, however, shall prohibit Xxxxxxx from providing accurate and truthful information to any court or governmental entity; or to any person or organization in response to legal process or otherwise as required by law or administrative agency process; or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Neither does this Agreement require Xxxxxxx to withdraw, or prohibit Xxxxxxx from filing or participating in any investigation by or proceeding with any government administrative agency (such as the EEOC). However, Xxxxxxx waives any relief, damages, or remedy as a result of any legal action against the Company based upon the matters released and waived by the Release whether Xxxxxxx or another party initiates the action. The Company agrees that Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, Xxxxxxxx Xxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxx XxXxxxx, Xxxxxx Xxxxxx and Xxx Xxxxxx will not publically make or publish any disparaging or negative comments about Xxxxxxx; provided, however, that nothing herein prohibits them from providing accurate and truthful information to any court or governmental entity; or to any person or organization in response to legal process or otherwise as required by law or administrative agency process.

(12) Xxxxxxx agrees to make himself reasonably available to the Company, and will, for twelve (12) months following the Spin Off Date:

a. Personally provide reasonable assistance and cooperation in providing information for the Company, and its representatives, concerning any ConAgra Foods matter of which Xxxxxxx is knowledgeable.

b. Personally provide to the Company, and its representatives, reasonable assistance and cooperation relating to any pending or future lawsuits or claims, about which Xxxxxxx are knowledgeable.

c. Promptly notify the Company, in writing, if Xxxxxxx receives any request from anyone other than the Company for information regarding any potential claims or proposed litigation against the Company or any of its affiliates.

d. Refrain from providing any information related to any matter, claim or potential litigation against the Company, or its affiliates to any non-Con Agra Foods representatives, without either the Company’s written permission or being required to provide information pursuant to legal process. Nothing in this Agreement prohibits Xxxxxxx from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. No prior authorization of the Company is necessary to make any such reports or disclosures, and no requirement exists to notify the Company of such reports or disclosures.

e. If required by law to provide sworn testimony on ConAgra Foods or affiliate-related matters, to the extent legally permitted, consult with and, to the extent legally permitted, have ConAgra Foods-designated legal counsel present (in addition to any personal counsel) for such testimony. The Company will be responsible for the costs of Company designated counsel (but not personal counsel). Any testimony will be confined to items about which Xxxxxxx has actual knowledge rather than speculation, unless otherwise directed by legal process.

x. Xxxxxxx will be reimbursed after an expense statement is received for reasonable travel, food, lodging and similar out-of-pocket expenses required to fulfill the cooperation provisions above.

(13) All payments to be made to Xxxxxxx hereunder shall be subject to all applicable taxes, including withholding taxes. Xxxxxxx will be responsible for all taxes, of any kind, due under this Agreement.

(14) If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any respect, then such provision shall be deemed limited and restricted to the maximum extent that the court shall deem the provision to be enforceable, or, in the event that this is not possible, the provision shall be severed and all remaining provisions shall continue in full force and effect.

(15) It is intended that any amounts payable under this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and treasury regulations relating thereto (collectively, “Section 409A”), so as

-5-

not to subject Xxxxxxx to the payment of any interest and tax penalty which may be imposed under Section 409A, and this Agreement shall be interpreted and construed accordingly; provided however, that neither the Company nor Xxxx Xxxxxx shall be responsible for any taxes, penalties, interest or other losses or expenses incurred by Xxxxxxx due to any failure to comply with Section 409A. The timing of the payments or benefits provided herein may be modified to so comply with Section 409A. To the extent any payment under this Agreement constitutes deferred compensation within the meaning of Section 409A, all references in this Agreement to Xxxxxxx’x separation of employment shall mean a separation from service within the meaning of Section 409A. Each payment under this Agreement as a result of Xxxxxxx’x separation from service shall be considered a separate payment for purposes of Section 409A. To the extent that any reimbursement or in-kind benefit provided under this Agreement is nonqualified deferred compensation within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (ii) the reimbursement of an eligible expense must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(16) The Company will pay all of Xxxxxxx’x reasonable legal expenses incurred in connection with the review/negotiation of this Agreement.

(17) Xxxxxxx will be an officer of the Company until the completion of the Xxxx Xxxxxx spin off or end of the Term, whichever occurs first. As an officer of ConAgra, he will be covered by the Company’s director & officer liability insurance. Effective upon the completion of the Xxxx Xxxxxx spin off, if such spin off occurs during the Term, Xxxxxxx will be an officer of Xxxx Xxxxxx Holdings, Inc., and as an officer of Xxxx Xxxxxx, he will be covered by Lamb Weston’s director & officer liability insurance.

(18) This Agreement shall be governed by the substantive laws of the State of Illinois. The Company and Xxxxxxx agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before any appropriate state court of record in Xxxx County, Illinois, or the United States District Court for the Northern District of Illinois, Eastern Division, and the parties hereby submit to the jurisdiction of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced or maintained in such courts.

(19) This Agreement, together with the incorporated releases, constitutes the entire agreement of the parties and supersedes any and all prior agreements and understandings between Xxxxxxx and the Company, whether oral or in writing, except with regard to the Plans and/or agreements set forth in Paragraph 10 above. This Agreement may not be revoked, amended, modified or revised except as otherwise provided for in this Agreement or in writing executed by Xxxxxxx and a corporate officer of the Company.

IN WITNESS WHEREOF, ConAgra Foods, Inc. and Xxxx Xxxxxxx have executed this Agreement as of the day and year first above written.

Xxxx Xxxxxxx						ConAgra Foods, Inc.
By:		/s/ Xxxx Xxxxxxx				By:		/s/ Xxxxxxxx Xxxxx
Date:		9/27/16						Date: 9/28/16

-6-

EXHIBIT A

RELEASE

In consideration of the benefits provided to Xxxx Xxxxxxx (“Xxxxxxx”) and to be received by Xxxxxxx from ConAgra Foods, Inc. (the “Company” or “ConAgra”) as described in the Interim Position and Non-Competition Agreement between the Company and Xxxxxxx dated September         , 2016 (the “Agreement”):

	1.	Claims Released. Xxxxxxx, for himself and on behalf of anyone claiming through Xxxxxxx including each and all of Xxxxxxx’x legal representatives, administrators, executors, heirs, successors and assigns (collectively, the “Xxxxxxx Releasors”), does hereby fully, finally and forever release, absolve and discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, subsidiaries, divisions and other affiliates, and each of the foregoing’s respective past, present and future principals, partners, shareholders, directors, officers, employees, agents, consultants, attorneys, trustees, administrators, executors and representatives (collectively, the “Company Released Parties”), of, from and for any and all claims, causes of action, lawsuits, controversies, liabilities, losses, damages, costs, expenses and demands of any nature whatsoever, at law or in equity, whether known or unknown, asserted or unasserted, foreseen or unforeseen, that the Xxxxxxx Releasors (or any of them) now have, have ever had, or may have against the Company Released Parties (or any of them) based upon, arising out of, concerning, relating to or resulting from any act, omission, matter, fact, occurrence, transaction, claim, contention, statement or event occurring or existing at any time in the past up to and including the date on which Xxxxxxx signs this Release, including, without limitation, (i) all claims arising out of or in any way relating to Xxxxxxx’x employment with or separation of employment from the Company or its affiliates; (ii) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (iii) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (v) all other common law claims; and (vi) all claims (including claims for discrimination, harassment, retaliation, attorneys’ fees, expenses or otherwise) that were or could have been asserted by Xxxxxxx or on his behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: the Age Discrimination in Employment Act (the “ADEA”), as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act, Xxxxxxxx-Xxxxx Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the WARN Act, Federal Executive Order 11246, the Genetic Information Nondiscrimination Act, the Illinois Human Rights Act, and the Illinois Wage Payment and Collection Act.
	2.	Scope of Release. Nothing in this Release (i) shall release the Company from any of its obligations set forth in the Agreement or any claim that by law is non-waivable, (ii) shall release the Company from any obligation to defend and/or indemnify Xxxxxxx against any third party claims arising out of any action or inaction by Xxxxxxx during the time of his employment and within the scope of his duties with the Company to the extent Xxxxxxx has any such defense or indemnification right, and to the extent permitted by applicable law and to the extent the claims are covered by the Company’s director & officer liability insurance or (iii) shall affect Xxxxxxx’x right to file a claim for workers’ compensation or unemployment insurance benefits.

Xxxxxxx further acknowledges that by signing this Release, Xxxxxxx does not waive the right to file a charge against the Company with, communicate with or participate in any investigation by the EEOC or any comparable state or local agency. However, Xxxxxxx waives and releases, to the fullest extent legally permissible, all entitlement to any form of monetary relief arising from a charge Xxxxxxx or others may file, including without limitation any costs, expenses or attorneys’ fees. Xxxxxxx understands that this waiver and release of monetary relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others.

-7-

3. Knowing and Voluntary ADEA Waiver. In compliance with the requirements of the OWBPA, Xxxxxxx acknowledges by his signature below that, with respect to the rights and claims waived and released in this Release under the ADEA, Xxxxxxx specifically acknowledges and agrees as follows: (i) Xxxxxxx has read and understands the terms of this Release; (ii) Xxxxxxx has been advised and hereby is advised, and has had the opportunity, to consult with an attorney before signing this Release; (iii) Xxxxxxx is releasing the Company and the other Company Released Parties from, among other things, any claims that Xxxxxxx may have against them pursuant to the ADEA; (iv) the releases contained in this Release do not cover rights or claims that may arise after Xxxxxxx signs this Release; (v) Xxxxxxx has been given a period of twenty-one (21) days in which to consider and execute this Release (although Xxxxxxx may elect not to use the full twenty-one (21)-day period at Xxxxxxx’x option); (vi) Xxxxxxx may revoke this Release during the seven (7) day period following the date on which Xxxxxxx signs this Release, and this Release will not become effective and enforceable until the seven (7) day revocation period has expired (the date such revocation period expires, the “Effective Date”); and (vii) any such revocation must be submitted in writing to the Company c/o Xxxxxxx X. Xxxxx, Chief Counsel-Labor, Employment & Compliance, Con-Agra Foods, Inc., 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxxxx 00, Xxxxxxx, XX prior to the expiration of such seven (7)-day revocation period. If Xxxxxxx revokes this Release within such seven (7)-day revocation period, it shall be null and void.

4. Reaffirmation of Restrictive Covenants. Xxxxxxx agrees to and reaffirms his obligations as outlined in Sections 6, 7 and 8 of the Agreement (“Restrictive Covenants”), and acknowledges that the Restrictive Covenants remain in full force and effect.

5. Entire Agreement. This Release, the Agreement, and the documents referenced therein contain the entire agreement between Xxxxxxx and the Company, and take priority over any other written or oral understanding or agreement that may have existed in the past. Xxxxxxx acknowledges that no other promises or agreements have been offered for this Release (other than those described above) and that no other promises or agreements will be binding unless they are in writing and signed by Xxxxxxx and the Company.

I agree to the terms and conditions set forth in this Release.

XXXX XXXXXXX

Date:

3

-8-