0001193125-16-731635 Sample Contracts

FORM OF EMPLOYEE MATTERS AGREEMENT between CONAGRA FOODS, INC. and LAMB WESTON HOLDINGS, INC. Dated as of [ , 2016]
Employee Matters Agreement • October 5th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties

EMPLOYEE MATTERS AGREEMENT, dated as of [ , 2016] (this “Employee Matters Agreement”), between ConAgra Foods, Inc., a Delaware corporation (“ConAgra”), and Lamb Weston Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of ConAgra (“SpinCo” or “Lamb Weston”).

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INTERIM POSITION AND NON-COMPETE AGREEMENT
Interim Position and Non-Compete Agreement • October 5th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Illinois

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 John Gehring (“you” or “Gehring”), 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 Gehring dated August 29, 2016 and any previous versions. The Company and Gehring hereby mutually covenant and agree as follows:

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