0001193125-15-047097 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 12th, 2015 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This CHANGE OF CONTROL AGREEMENT (“Agreement”) is made between ConAgra Foods, Inc., a Delaware Corporation (the “Company”), and Sean M. Connolly (the “Employee”), this February 12, 2015, but effective with Employee’s employment with the Company commencing on March 3, 2015 (the “Effective Date”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2015 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This Employment Agreement (this “Agreement”) is made by and between ConAgra Foods, Inc., a Delaware corporation (“Company”), and Sean M. Connolly (“Executive”), the 12th day of February, 2015, but with Executive’s employment hereunder commencing on March 3, 2015 (the “Agreement Date”).

COMPANY LETTERHEAD]
Letter Agreement • February 12th, 2015 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This letter agreement (this “Letter Agreement”) supplements the Amended and Restated Employment Agreement, dated September 25, 2008 (the “Employment Agreement”), by and between you and ConAgra Foods, Inc. (the “Company”), and serves to set forth the terms and conditions of your retirement from the Company. You and the Company have entered into this Letter Agreement as of the date of the last signature to this Letter Agreement. Terms used in this Letter Agreement with initial capital letters that are not locally defined in this Letter Agreement are used in this Letter Agreement as defined in the Employment Agreement.

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